McCormick 10K 2009 v1.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-K
(Mark One)
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2009
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-14920
McCORMICK & COMPANY, INCORPORATED

(Exact name of registrant as specified in its charter)
Maryland 52-0408290
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
18 Loveton Circle, Sparks, Maryland 21152
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (410) 771-7301
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered
Common Stock, No Par Value New York Stock Exchange
Common Stock Non-Voting, No Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: Not applicable.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:
Large accelerated filer ⌧ Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ⌧
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average
bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
The aggregate market value of the voting Common Stock held by non-affiliates at May 31, 2009: $224,351,586
The aggregate market value of the Non-Voting Common Stock held by non-affiliates at May 31, 2009: $3,597,996,913
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class Number of Shares Outstanding Date

Common Stock 12,400,370 December 31, 2009
Common Stock Non-Voting 119,732,307 December 31, 2009
DOCUMENTS INCORPORATED BY REFERENCE

Document Part of 10-K into Which Incorporated
Annual Report to Stockholders
for Fiscal Year Ended November 30, 2009
(the “Annual Report to Stockholders for 2009”) Part I, Part II
Proxy Statement for
McCormick’s March 31, 2010
Annual Meeting of Shareholders
(the “2010 Proxy Statement”) Part III
McCormick_10K_2009_v1.1.pdf Original has been edited for training purposes Printed page 1 of 76
PART I
As used herein, references to “McCormick,” “we,” “us” and “our” are to McCormick & Company, Incorporated and its consolidated subsidiaries or, as the
context may require, McCormick & Company, Incorporated only.
Item 1. Business
McCormick is a global leader in the manufacture, marketing and distribution of spices, herbs, seasonings, specialty foods and flavors to the entire food industry.
Our major sales, distribution and production facilities are located in North America and Europe. Additional facilities are based in Mexico, Central America, Australia,
China, Singapore, Thailand and South Africa. McCormick & Company, Incorporated was formed in 1915 under Maryland law as the successor to a business established
in 1889.
We operate in two business segments, consumer and industrial. The consumer segment sells spices, herbs, extracts, seasoning blends, sauces, marinades, and
specialty foods to the consumer food market under a variety of brands worldwide, including “McCormick ®,” “Lawry’s ®,” “Zatarain’s ®,” “Old Bay ®, ” “Thai
Kitchen®,” “Simply Asia ®,” “Ducros ®,” “Schwartz®,” “Vahine®,” “Silvo ®,” “Club House ®,” and “Billy Bee ®.” The industrial segment sells seasoning blends, natural
spices and herbs, wet flavors, coating systems, and compound flavors to multinational food manufacturers and foodservice customers both directly and indirectly
through distributors.
Please refer to pages 19 through 21, of our Annual Report to Stockholders for 2009 for descriptions of our consumer and industrial businesses, and pages 6
through 13 of our Annual Report to Stockholders for 2009 for a discussion of growth initiatives for the business. These pages of our Annual Report to Stockholders for
2009, as well as all other page references to our Annual Report to Stockholders for 2009 contained in this Form 10-K, are incorporated herein by reference.
For financial information about our business segments, please refer to pages 22 through 27, “Management’s Discussion and Analysis – Results of Operations”
of our Annual Report to Stockholders for 2009, and Note 16, “Business Segments and Geographic Areas” of the Notes to Consolidated Financial Statements on pages
61 and 62 of the Annual Report to Stockholders for 2009.
For a discussion of our recent acquisition activity, please refer to page 30 “Management’s Discussion and Analysis – Acquisitions” of our Annual Report to
Stockholders for 2009, and Note 2, “Acquisitions” of the Notes to Consolidated Financial Statements on page 47 of the Annual Report to Stockholders for 2009.
Raw Materials
The most significant raw materials used by us in our business are dairy products, pepper, wheat, onion, capsicums, soybean oil, and garlic. Pepper and other
spices and herbs are generally sourced from countries other than the United States. Other raw materials, like cheese and onion, are primarily sourced from within the
United States. We are not aware of any government restrictions or other factors that would have a material adverse effect on the availability of these raw materials.
Because the raw materials are agricultural products, they are subject to fluctuations in market price and availability caused by weather, growing and harvesting
conditions, market conditions, and other factors beyond our control. We respond to this volatility in a number of ways, including strategic raw material purchases,
purchases of raw material for future delivery, and customer price adjustments.
Customers
McCormick’s products are sold directly to customers and also through brokers, wholesalers, and distributors. In the consumer segment, products are resold to
consumers through a variety of retail outlets, including grocery, mass merchandise, warehouse clubs, discount, and drug stores under a variety of brands. In the
industrial segment, products are used by food and beverage manufacturers as ingredients for their finished goods and by food service customers as ingredients for menu
items to enhance the flavor of their foods. Customers for the industrial segment include food manufacturers and the food service industry supplied both directly and
indirectly through distributors.
We have a large number of customers for our products. In fiscal years 2007 and 2008, sales to one of our customers, PepsiCo, Inc., accounted for approximately
10% of consolidated net sales. In fiscal year 2009, sales to two of our customers, PepsiCo, Inc. and Wal-Mart Stores, Inc., each accounted for approximately 11% of
consolidated net sales. Sales to our five largest customers represented approximately 30% of consolidated net sales for the 2009 fiscal year.
The dollar amount of backlog orders for our business is not material to an understanding of our business, taken as a whole. No material portion of our business is
subject to renegotiation of profits or termination of contracts or subcontracts at the election of the U.S. government.
Trademarks, Licenses and Patents

McCormick owns a number of trademark registrations. Although in the aggregate these trademarks may be material to our business, the loss of any one of those
trademarks, with the exception of our “McCormick,” “Lawry’s,” “Zatarain’s,” “Club House,” “Ducros,” “Schwartz,” and “Vahine,” trademarks, would not have a
material adverse effect on our business. The “McCormick” trademark is extensively used by us in connection with the sale of our food products in the U.S. and certain
non-U.S. markets. The terms of the trademark registrations are as prescribed by law and the registrations will be renewed for as long as we deem them to be useful.
We have entered into a number of license agreements authorizing the use of our trademarks by affiliated and non-affiliated entities. The loss of these license
agreements would not have a material adverse effect on our business. The term of the license agreements is generally three to five years or until such time as either
party terminates the agreement. Those agreements with specific terms are renewable upon agreement of the parties. We also own various patents, none of which
individually are viewed as material to our business.
Seasonality
Due to seasonal factors inherent in McCormick’s business, our sales, income, and cash from operations generally are lower in the first two quarters of the fiscal
year, increase in the third quarter and are significantly higher in the fourth quarter due to the holiday season. This seasonality reflects customer and consumer buying
patterns, primarily in the consumer segment.
Working Capital
In order to meet increased demand for our consumer products during our fourth quarter, McCormick usually builds its inventories during the third quarter of the
fiscal year. We generally finance working capital items (inventory and receivables) through short-term borrowings, which include the use of lines of credit and the
issuance of commercial paper. For a description of our liquidity and capital resources, see Note 6 “Financing Arrangements” of the Notes to Consolidated Financial
Statements on pages 48 and 49 of our Annual Report to Stockholders for 2009, and the “Liquidity and Financial Condition” section of “Management’s Discussion and
Analysis” on pages 27 through 30 of our Annual Report to Stockholders for 2009.
Competition
McCormick competes in a geographic market that is international and highly competitive. Our strategies for competing in each of our segments include a focus
on price and value, product quality and innovation, and superior service. Additionally, in the consumer segment, we focus on brand recognition and loyalty, effective
advertising, promotional programs, and the identification and satisfaction of consumer preferences. For further discussion, see pages 19 through 21 of our Annual
Report to Stockholders for 2009.
Research and Development

Many of McCormick’s products are prepared from confidential formulas developed by our research laboratories and product development teams, as well as
from, in some cases, customer proprietary formulas. Expenditures for research and development were $48.9 million in 2009, $51.0 million in 2008, and $49.3 million in
2007. The amount spent on customer-sponsored research activities is not material to us.
Environmental Regulations
The cost of compliance with federal, state, and local provisions related to protection of the environment has had no material effect on McCormick’s business.
There were no material capital expenditures for environmental control facilities in fiscal year 2009 and there are no material expenditures planned for such purposes in
fiscal year 2010.
Employees
McCormick had approximately 7,500 full time employees worldwide as of December 31, 2009. We believe our relationship with employees to be good. We
have no collective bargaining contracts in the United States. At our foreign subsidiaries, approximately 1,300 employees are covered by collective bargaining
agreements or similar arrangements.
Financial Information about Geographic Locations

For information on the net sales and long-lived assets of McCormick by geographic area, see Note 16, “Business Segments and Geographic Areas” of the Notes
to Consolidated Financial Statements on pages 61 and 62 of our Annual Report to Stockholders for 2009.
Foreign Operations
McCormick is subject in varying degrees to certain risks typically associated with a global business, such as local economic and market conditions, restrictions
on investments, royalties and dividends, and exchange rate fluctuations. Approximately 38% of sales in fiscal year 2009 were from non-U.S. operations. For
information on how McCormick manages these risks, see the “Market Risk Sensitivity” section of “Management’s Discussion and Analysis” on pages 31 through 33 of
our Annual Report to Stockholders for 2009.
Forward-Looking Information
For a discussion of forward-looking information, see the “Forward-Looking Information” section of “Management’s Discussion and Analysis” on page 36 of
our Annual Report to Stockholders for 2009.
Available Information
Our principal corporate internet website address is: www.mccormickcorporation.com. We make available free of charge through our website our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the
United States Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet web site at www.sec.gov that contains reports, proxy and information
statements, and other information regarding McCormick. Our website also includes our Corporate Governance Guidelines, Business Ethics Policy and charters of the
Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee of our Board of Directors.
Item 1A. Risk Factors

The following are certain risk factors that could affect our business, financial condition, and results of operations. These risk factors should be considered in
connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause the actual results and
conditions to differ materially from those projected in forward-looking statements. Before you buy our Common Stock or Common Stock Non-Voting, you should
know that making such an investment involves some risks, including the risks described below. The risks that have been highlighted here are not the only ones that we
face. If any of the risks actually occur, our business, financial condition, or results of operations could be negatively affected. In that case, the trading price of our
securities could decline, and you may lose all or part of your investment.
Damage to Our Reputation or Brand Name, Loss of Brand Relevance or Increase in Private Label Use by Customers or Consumers Could Negatively Impact
Us.
Our reputation for manufacturing high-quality products is widely recognized. In order to safeguard that reputation, we have adopted rigorous quality assurance
and quality control procedures which are designed to ensure conformity to specification and compliance with law. We also continually make efforts to maintain and
improve relationships with our customers and consumers and to increase awareness and relevance of our brand through effective marketing and other measures. A
serious breach of our quality assurance or quality control procedures, deterioration of our quality image, impairment of our customer or consumer relationships, or
failure to adequately protect the relevance of our brand, which may lead to customers or consumers purchasing other brands or private label brands that may or may not
be manufactured by us, could have a material negative impact on our financial condition and results of operations. From time to time, our customers evaluate their mix
of branded and private label product offerings. If a significant portion of our branded business was switched to private label, it could have a significant impact on our
consumer business.
The Consolidation of Customers May Put Pressures on Our Operating Margins and Profitability.
Our customers, such as supermarkets, warehouse clubs, and food distributors, have consolidated in recent years and consolidation is expected to continue
throughout the U.S., the European Union, and other major markets. Such consolidation could present a challenge to margin growth and profitability in that it has
produced large, sophisticated customers with increased buying power who are more capable of operating with reduced inventories, resisting price increases, demanding
lower pricing, increased promotional programs and specifically tailored products, and shifting shelf space currently used for our products to private label products.
These factors and others could have an adverse impact on our future sales growth and profitability.
Issues Regarding Procurement of Raw Materials May Negatively Impact Us.
Our purchases of raw materials are subject to fluctuations in market price and availability caused by weather, growing and harvesting conditions, market
conditions, governmental actions and other factors beyond our control. The most significant raw materials used by us in our business are dairy products, pepper, wheat,
onion, capsicums, soybean oil, and garlic. While future price movements of raw material costs are uncertain, we seek to mitigate the market price risk in a number of
ways, including strategic raw material purchases, purchases of raw material for future delivery, and customer price adjustments. We have not used derivatives to
manage the volatility related to this risk. Any actions taken in response to market price fluctuations may not effectively limit or eliminate our exposure to changes in
raw material prices. Therefore, we cannot provide assurance that future raw material price fluctuations will not have a negative impact on our business, financial
condition or operating results.
In addition, we may have very little opportunity to mitigate the availability risk of certain raw materials due to the effect of weather on crop yield, political
unrest in the producing countries, changes in governmental agricultural programs, and other factors beyond our control. Therefore, we cannot provide assurance that
future raw material availability will not have a negative impact on our business, financial condition, or operating results.
Further, political, socio-economic, and cultural conditions, as well as disruptions caused by terrorist activities, in developing countries create risks for food
safety. Although we have adopted rigorous quality assurance and quality control procedures which are designed to ensure the safety of our imported products, we
cannot provide assurance that such events will not have a negative impact on our business, financial condition or operating results.
Our Profitability May Suffer as a Result of Competition in Our Markets.

The food industry is intensely competitive. Competition in our product categories is based on price, product innovation, product quality, brand recognition and
loyalty, effectiveness of marketing and promotional activity, and the ability to identify and satisfy consumer preferences. From time to time, we may need to reduce the
prices for some of our products to respond to competitive and customer pressures. Such pressures also may impair our ability to take appropriate remedial action to
address commodity and other cost increases.
Our Operations may be Impaired as a Result of Disasters, Business Interruptions or Similar Events.
A natural disaster such as an earthquake, fire, flood, or severe storm, or a catastrophic event such as a terrorist attack, an epidemic affecting our operating
activities, major facilities, or employees’ and customers’ health, or a computer system failure, could cause an interruption or delay in our business and loss of inventory
and/or data or render us unable to accept and fulfill customer orders in a timely manner, or at all. In addition, some of our inventory and production facilities are located
in areas that are susceptible to harsh weather; a major storm, heavy snowfall or other similar event could prevent us from delivering products in a timely manner.
We cannot provide assurance that our disaster recovery plan will address all of the issues we may encounter in the event of a disaster or other unanticipated
issue, and our business interruption insurance may not adequately compensate us for losses that may occur from any of the foregoing. In the event that an earthquake,
natural disaster, terrorist attack, or other catastrophic event were to destroy any part of our facilities or interrupt our operations for any extended period of time, or if
harsh weather or health conditions prevent us from delivering products in a timely manner, our business, financial condition, and operating results could be seriously
harmed.
We May Not Be Able to Successfully Consummate Proposed Acquisitions or Divestitures or Integrate Acquired Businesses.
From time to time, we may acquire other businesses and, based on an evaluation of our business portfolio, divest existing businesses. These potential
acquisitions and divestitures may present financial, managerial, and operational challenges, including diversion of management attention from existing businesses,
difficulty with integrating or separating personnel and financial and other systems, increased expenses, assumption of unknown liabilities and indemnities and potential
disputes with the buyers or sellers. In addition, we may be required to incur asset impairment charges (including charges related to goodwill and other intangible assets)
in connection with acquired businesses which may reduce our profitability. If we are unable to consummate such transactions, or successfully integrate and grow
acquisitions and achieve contemplated revenue synergies and cost savings, our financial results could be adversely affected.
Our Foreign Operations are Subject to Additional Risks.

We operate our business and market our products internationally. In fiscal year 2009, 38% of our sales were generated in foreign countries. Our foreign
operations are subject to additional risks, including fluctuations in currency values, foreign currency exchange controls, discriminatory fiscal policies, compliance with
U.S. and foreign laws, enforcement of remedies in foreign jurisdictions, and other economic or political uncertainties. Additionally, international sales are subject to
risks related to imposition of tariffs, quotas, trade barriers and other similar restrictions. All of these risks could result in increased costs or decreased revenues, either of
which could adversely affect our profitability.
Fluctuations in Foreign Currency Markets May Negatively Impact Us.

We are exposed to fluctuations in foreign currency in the following main areas: cash flows related to raw material purchases; the translation of foreign currency
earnings to U.S. dollars; the value of foreign currency investments in subsidiaries and unconsolidated affiliates and cash flows related to repatriation of these
investments. Primary exposures include the British pound sterling versus the Euro, and the U.S. dollar versus the Euro, British pound sterling, Canadian dollar,
Australian dollar, Mexican peso, Chinese renminbi, and Thai baht. We routinely enter into foreign currency exchange contracts to facilitate managing certain of these
foreign currency risks. However, these contracts may not effectively limit or eliminate our exposure to a decline in operating results due to foreign currency exchange
changes. Therefore, we cannot provide assurance that future exchange rate fluctuations will not have a negative impact on our business, financial position, or operating
results.
Increases in Interest Rates May Negatively Impact Us.

We had total outstanding short-term borrowings of approximately $101.2 million at an average interest rate of approximately 0.4% on November 30, 2009. Our
policy is to manage our interest rate risk by entering into both fixed and variable rate debt arrangements. We also use interest rate swaps to minimize worldwide
financing cost and to achieve a desired mix of fixed and variable rate debt. We utilize derivative financial instruments to enhance our ability to manage risk, including
interest rate exposures that exist as part of our ongoing business operations. We do not enter into contracts for trading purposes, nor are we a party to any leveraged
derivative instruments. Our use of derivative financial instruments is monitored through regular communication with senior management and the utilization of written
guidelines. However, our use of these instruments may not effectively limit or eliminate our exposure to changes in interest rates. Therefore, we cannot provide
assurance that future interest rate increases will not have a material negative impact on our business, financial position, or operating results.
The Deterioration of Credit and Capital Markets May Adversely Affect our Access to Sources of Funding.
We rely on our revolving credit facilities, or borrowings backed by these facilities, to fund a portion of our seasonal working capital needs and other general
corporate purposes. If any of the banks in the syndicates backing these facilities were unable to perform on its commitments, our liquidity could be impacted, which
could adversely affect funding of seasonal working capital requirements. The Company engages in regular communication with all of the banks participating in our
revolving credit facilities. During these communications none of the banks have indicated that they may be unable to perform on their commitments. In addition,
management periodically reviews our banking and financing relationships, considering the stability of the institutions, pricing we receive on services, and other aspects
of the relationships. Based on these communications and our monitoring activities, management believes the likelihood of one of our banks not performing on its
commitment is remote.
In addition, global capital markets have experienced volatility that has tightened access to capital markets and other sources of funding. In the event we need to
access the capital markets or other sources of financing, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable
time, if at all. Our inability to obtain financing on terms and within a time acceptable to us could have an adverse impact on our operations, financial condition, and
liquidity.
We Face Risks Associated With Certain Pension Assets and Obligations.

We hold investments in equity and debt securities in our qualified defined benefit pension plans and in a rabbi trust for our U.S. non-qualified pension plan.
Deterioration in the value of plan assets resulting from a general financial downturn or otherwise, could cause (or increase) an nderfunded status of our defined benefit
pension plans, thereby increasing our obligation to make contributions to the plans. An obligation to make contributions to pension plans could reduce the cash
available for working capital and other corporate uses, and may have an adverse impact on our operations, financial condition and liquidity.
The Global Financial Downturn Exposes Us to Credit Risks from Customers and Counterparties.
Consolidations in some of the industries in which our customers operate have created larger customers, some of which are highly leveraged. In addition,
competition has increased with the growth in alternative channels through our customer base. These factors have caused some customers to be less profitable and
increased our exposure to credit risk. Current credit markets are volatile, and some of our customers and counterparties are highly leveraged. A significant adverse
change in the financial and/or credit position of a customer or counterparty could require us to assume greater credit risk relating to that customer or counterparty and
could limit our ability to collect receivables. This could have an adverse impact on our financial condition and liquidity.
Item 1B. Unresolved Staff Comments

None.
Item 2. Properties
Our principal executive offices and primary research facilities are owned and are located in suburban Baltimore, Maryland.
The following is a list of our principal manufacturing properties, all of which are owned except for the facilities in Commerce, California and Melbourne,
Australia, and a portion of the facility in Littleborough, England, which are leased:
United States:
Hunt Valley, Maryland – consumer and industrial (3 principal plants)
Gretna, Louisiana – consumer
South Bend, Indiana – industrial
Atlanta, Georgia – industrial
Commerce, California – consumer
Irving, Texas – industrial
Canada:
London, Ontario – consumer and industrial
Mexico:
Cuautitlan de Romero Rubio – industrial
United Kingdom:
Haddenham, England – consumer and industrial
Littleborough, England – consumer and industrial
France:
Carpentras – consumer
Monteux – consumer
Australia:
Melbourne – consumer and industrial
China:
Guangzhou – consumer and industrial
Shanghai – consumer and industrial
In addition to distribution facilities and warehouse space available at our manufacturing facilities, we lease regional distribution facilities in Belcamp, Maryland;
Salinas, California; Irving, Texas; Mississauga and London, Ontario Canada; and Genvilliers, France and own distribution facilities in Monteux, France. We also own,
lease, or contract other properties used for manufacturing consumer and industrial products and for sales, warehousing, distribution, and administrative functions.
We believe our plants are well maintained and suitable for their intended use. We further believe that these plants generally have adequate capacity and can
accommodate seasonal demands, changing product mixes, and additional growth.
Item 3. Legal Proceedings

There are no material pending legal proceedings in which we or any of our subsidiaries is a party or of which any of our or their property is the subject.
Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the fourth quarter of our fiscal year 2009.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
We have disclosed in Note 18, “Selected Quarterly Data (Unaudited)” of the Notes to Consolidated Financial Statements on page 63 of our Annual Report to
Stockholders for 2009, the information relating to the market price and dividends paid on our classes of common stock. The market price of our common stock at the
close of business on December 31, 2009 was $36.57 per share for the Common Stock and $36.62 per share for the Common Stock Non-Voting.
Our Common Stock and Common Stock Non-Voting are listed and traded on the New York Stock Exchange (“NYSE”). The approximate number of holders of
our Common Stock based on record ownership as of December 31, 2009 was as follows:
Title of Class Approximate Numberof Record Holders
Common Stock, no par value 2,200
Common Stock Non-Voting, no par value 10,400
McCormick did not purchase Common Stock or Common Stock Non-Voting during the fourth quarter of 2009.
Item 6. Selected Financial Data

This information is set forth on the line items titled “Net sales,” “Operating income,” “Earnings per share – Diluted,” “Common dividends declared,” “Long-
term debt” and “Total assets” in the “Historical Financial Summary” on page 64 of our Annual Report to Stockholders for 2009, which line items are incorporated by
reference. See also Note 1 “Summary of Significant Accounting Policies” on pages 44 through 47 of our Annual Report to Stockholders for 2009.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This information is set forth in “Management’s Discussion and Analysis” on pages 19 through 36 of our Annual Report to Stockholders for 2009.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk

This information is set forth in the “Market Risk Sensitivity” section of “Management’s Discussion and Analysis” on pages 31 through 33 of our Annual Report
to Stockholders for 2009, and in Note 7 “Financial Instruments” on pages 49 through 52 of our Annual Report to Stockholders for 2009.
Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data are included on pages 40 through 64 of our Annual Report to Stockholders for 2009. The report of Ernst &
Young LLP, Independent Registered Public Accounting Firm, on such financial statements is included on pages 38 and 39 of our Annual Report to Stockholders for
2009. The supplemental schedule for 2007, 2008 and 2009 is included on page 20 of this Annual Report on Form 10-K. The report of Ernst & Young LLP, Independent
Registered Public Accounting Firm, on such supplemental schedule is included on page 19 of this Annual Report on Form 10-K.
The unaudited quarterly data is included in Note 18, “Selected Quarterly Data (Unaudited)” of the Notes to Consolidated Financial Statements on page 63 of our
Annual Report to Stockholders for 2009.
Item 9A. Controls and Procedures

Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were
effective.
Internal Control over Financial Reporting

Management’s report on our internal control over financial reporting and the report of our Independent Registered Public Accounting Firm on internal control
over financial reporting are included on pages 38 and 39 of our Annual Report to Stockholders for 2009. No change occurred in our “internal control over financial
reporting” (as defined in Rule 13a-15(f)) during our last fiscal quarter which has materially affected or is reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B. Other Information

On January 26, 2010, the Board of Directors approved amendments to our By-Laws. The amendments, among other things, amend the advance notice
provisions of the By-Laws to require stockholders who intend to submit a director nomination or other business before a meeting of stockholders to include, in addition
to other information concerning any such director nominee or stockholder,
• Certain details about all ownership interests in our securities by the stockholder and any beneficial owner on whose behalf the nomination or proposal is
made, including any derivative or short positions, profit or other economic interests, options, hedging transactions or borrowed or loaned shares,
• An agreement for any director nominee to abide by applicable confidentiality, governance, conflicts, stock ownership and trading policies of ours, and
• A representation to update that information as of the record date of the meeting no later than 10 days after the record date.
The remaining amendments to the By-Laws are primarily clerical in nature and designed to update our By-Laws and conform with standard practices. These
additional amendments, among other things,
• Provide that the chairman of a meeting of stockholders, or the Board of Directors, may appoint one or more inspectors to act at any meeting.
• Provide that, in addition to being the Chairman of the Board of Directors, the President of the Company may also be the Chief Executive Officer.
• Provide that any officer appointed by another officer may be removed by such appointing officer. Prior to the amendment an officer could not remove a
subordinate officer with the approval of the Board of Directors.
• Provide for easier means for replacement of mutilated, lost or destroyed stock certificates by permitting the Board of Directors to delegate such power to
the officers or agents of the Company.
• Update the indemnification provision to remove outdated language and clarify that repeal or modification of the provisions shall not adversely affect the
rights of persons entitled to indemnification at the time of the amendment.
This description is qualified in its entirety by reference to the text of the amended and restated Bylaws filed as an Exhibit to this Report, which are incorporated
herein by reference.
PART III
Item 10. Directors, Executive Officers and Corporate Governance

Information responsive to this item is set forth in the sections titled “Corporate Governance,” “Election of Directors” and “Section 16(a) Beneficial Ownership
Reporting Compliance” in our 2010 Proxy Statement, incorporated by reference herein, to be filed within 120 days after the end of our fiscal year.
In addition to the executive officers described in the 2010 Proxy Statement incorporated by reference in this Item 10 of this Report, the following individuals are
also executive officers of McCormick: Paul C. Beard, W. Geoffrey Carpenter, Kenneth A. Kelly, Jr., and Cecile K. Perich.
Mr. Beard is 55 years old and, during the last five years, has held the following positions with McCormick: March 2008 to present – Senior Vice President,
Finance & Treasurer; March 2002 to March 2008 – Vice President, Finance & Treasurer.
Mr. Carpenter is 57 years old and, during the last five years, has held the following positions with McCormick: December 2008 to present – Vice President,
General Counsel, & Secretary; April 1996 to November 2008 – Associate General Counsel & Assistant Secretary.
Mr. Kelly is 55 years old and, during the last five years, has held the following positions with McCormick: March 2008 to present – Senior Vice President &
Controller; February 2000 to March 2008 – Vice President & Controller.
Ms. Perich is 58 years old and, during the last five years, has held the following positions with McCormick: February 2007 to present – Vice President – Human
Relations; January 1997 to February 2007 – Vice President – Human Relations, U.S. Industrial Group.
We have adopted a code of ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer,
and our Board of Directors. A copy of the code of ethics is available on our internet website at www.mccormickcorporation.com. We will satisfy the disclosure
requirement under Item 5.05 of Form 8-K regarding any material amendment to our code of ethics, and any waiver from a provision of our code of ethics that applies to
our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on our
website at the internet website address set forth above.
Item 11. Executive Compensation

Information responsive to this item is incorporated herein by reference to the sections titled “Compensation of Directors,” “Compensation Discussion and
Analysis,” “Compensation Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Narrative to the Summary Compensation Table,”
“Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested in Last Fiscal Year,” “Pension Benefits,” “Non- Qualified Deferred
Compensation,” “Potential Payments Upon Termination or Change in Control,” “Compensation Committee Interlocks and Insider Participation” and “Equity
Compensation Plan Information” in the 2010 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information responsive to this item is incorporated herein by reference to the sections titled “Principal Stockholders,” “Election of Directors” and “Equity
Compensation Plan Information” in the 2010 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information responsive to this Item is incorporated herein by reference to the section entitled “Corporate Governance” in the 2010 Proxy Statement.
Item 14. Principal Accountant Fees and Services

Information responsive to this item is incorporated herein by reference to the section titled “Report of Audit Committee and Fees of Independent Registered
Public Accounting Firm” in the 2010 Proxy Statement.
PART IV
Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as a part of this Report:
1. The consolidated financial statements for McCormick & Company, Incorporated and subsidiaries which are listed in the Table of Contents appearing
on page 20 of this Report.
2. The financial statement schedule required by Item 8 of this Form 10-K which is listed in the Table of Contents appearing on page 20 of this Report.
3. The exhibits that are filed as a part of this Form 10-K and required by Item 601 of Regulation S-K and Item 15(c) of this Form 10-K are listed on the
accompanying Exhibit Index at pages 21 through 24 of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, McCormick has duly caused this report on Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized.

By: /s/ ALAN D. WILSON Chairman, President & Chief Executive Officer January 28, 2010
Alan D. Wilson
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of McCormick and in
the capacities and on the dates indicated.
Principal Executive Officer:

By: /s/ ALAN D. WILSON Chairman, President & Chief Executive Officer January 28, 2010
Alan D. Wilson
Principal Financial Officer:

By: /s/ GORDON M. STETZ, JR. Executive Vice President & Chief Financial Officer January 28, 2010
Gordon M. Stetz, Jr.
Principal Accounting Officer:
By: /s/ KENNETH A. KELLY, JR. Senior Vice President & Controller January 28, 2010
Kenneth A. Kelly, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, being a majority of the Board
of Directors of McCormick & Company, Incorporated, on the date indicated:
THE BOARD OF DIRECTORS: DATE:
/s/ JOHN P. BILBREY January 28, 2010

John P. Bilbrey
/s/ JAMES T. BRADY January 28, 2010

James T. Brady
/s/ J. MICHAEL FITZPATRICK January 28, 2010

J. Michael Fitzpatrick
/s/ Freeman A. Hrabowski, III January 28, 2010

Freeman A. Hrabowski, III
/s/ MICHAEL D. MANGAN January 28, 2010

Michael D. Mangan
/s/ JOSEPH W. MCGRATH January 28, 2010

Joseph W. McGrath
January 28, 2010
Margaret M. V. Preston
/s/ GEORGE A. ROCHE January 28, 2010

George A. Roche
/s/ WILLIAM E. STEVENS January 28, 2010

William E. Stevens
/s/ ALAN D. WILSON January 28, 2010

Alan D. Wilson
TABLE OF CONTENTS AND RELATED INFORMATION
Included in our 2009 Annual Report to Stockholders, the following consolidated financial statements are incorporated by reference in Item 8*:
Consolidated Income Statement for the years ended November 30, 2009, 2008 & 2007
Consolidated Balance Sheet, November 30, 2009 & 2008
Consolidated Cash Flow Statement for the years ended November 30, 2009, 2008 & 2007
Consolidated Statement of Shareholders’ Equity for the years ended November 30, 2009, 2008 & 2007
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Included in Part IV of this Annual Report:
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
Supplemental Financial Schedule:

II - Valuation and Qualifying Accounts
Schedules other than those listed above are omitted because of the absence of the conditions under which they are required or because the information called for is
included in the consolidated financial statements or notes thereto.
* Pursuant to Rule 12b-23 issued by the Commission under the Securities Exchange Act of 1934, as amended, a copy of the 2009 Annual Report to
Stockholders of McCormick for its fiscal year ended November 30, 2009 is being furnished with this Annual Report on Form 10-K.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of

McCormick & Company, Incorporated
We have audited the consolidated financial statements of McCormick & Company, Incorporated as of November 30, 2009 and 2008, and for each of the three years in
the period ended November 30, 2009, and have issued our report thereon dated January 28, 2010 (incorporate by reference into this Annual Report (Form 10-K)). Our
audits also included the financial statement schedule listed in Item 15(a) of this Annual Report (Form 10-K). This schedule is the responsibility of the Company’s
management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
/s/ Ernst & Young LLP
Baltimore, Maryland
January 28, 2010
EXHIBIT 21
Subsidiaries of McCormick
The following is a listing of Subsidiaries of McCormick including the name under which they do business and their jurisdictions of incorporation. Certain subsidiaries
are not listed since, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary as of December 31, 2009.
Company Name Jurisdiction of Incorporation
Billy Bee Honey Products Ltd. Province of Nova Scotia, Canada
La Cie McCormick Canada Co. Province of Nova Scotia, Canada
McCormick (Guangzhou) Food Company Limited People’s Republic of China
McCormick (U.K.) Ltd. Scotland
McCormick Cyprus Limited Cyprus
McCormick de Centro America, S.A. de C.V. El Salvador
McCormick Europe, Ltd. England
McCormick Foods Australia Pty. Ltd. Australia
McCormick France Holdings S.A.S. France
McCormick France, S.A.S. France
McCormick Global Ingredients Limited Cayman
McCormick Holding Company Inc. Delaware
McCormick Ingredients Southeast Asia Private Limited Republic of Singapore
McCormick International Holdings Ltd. England
McCormick Pesa, S.A. de C.V. Mexico
McCormick South Africa Pty Limited South Africa
McCormick Switzerland GmbH Switzerland
Mojave Foods Corporation Maryland
Shanghai McCormick Foods Company Limited People’s Republic of China
Simply Asia Foods, Inc. Delaware
Zatarain’s Brands, Inc. Delaware
Supplemental Financial Schedule II Consolidated

VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
Column A Column B Column C Additions Column D Column E

Balance at Charged to Charged to
Beginning of Costs and Other Balance at
Description Period Expenses Accounts Deductions End of Period
Deducted from asset accounts:
Year ended November 30, 2009:
Allowance for doubtful receivables $ 4.6 $ 8.2 $ .5 $ (8.8) $ 4.5
Valuation allowance on net deferred tax
Assets 7.5 7.9 5.1 — 20.5
$ 12.1 $ 16.1 $ 5.6 $ (8.8) $ 25.0

Allowance for doubtful receivables $ 5.7 $ 1.3 $ (.8) $ (1.6) $ 4.6
Assets 6.2 1.8 (0.2) (0.3) 7.5
$ 11.9 $ 3.1 $ (1.0) $ (1.9) $ 12.1

Allowance for doubtful receivables $ 5.9 $ .4 $ .4 $ (1.0) $ 5.7
Assets 6.3 1.6 (1.7) — 6.2
$ 12.2 $ 2.0 $ (1.3) $ (1.0) $ 11.9
Notes: None
(ix) The 2009 Employee Stock Purchase Plan, in which employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement
dated February 12, 2009, File No. 1-14920, as filed with the Securities and Exchange Commission on February 12, 2009, and incorporated by
reference herein.*
(x) The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A
of McCormick’s definitive Proxy Statement dated February 20, 2008, File No. 1-14920, as filed with the Securities and Exchange
Commission on February 20, 2008, and incorporated by reference herein, as amended by Amendment No. 1 thereto, which Amendment is
incorporated by reference from Exhibit 10(xi) of McCormick’s 10-K for the fiscal year ended November 30, 2008, File No. 1-14920, as filed
with the Securities and Exchange Commission on January 28, 2009.*
(xi) Asset Purchase Agreement, dated November 13, 2007, between McCormick and Conopco, Inc., which agreement is incorporated by reference
from Exhibit 2.1 of McCormick’s Form 8-K dated November 13, 2007, File No. 1-14920, as filed with the Securities and Exchange
Commission on November 16, 2007.
(xii) Consulting Agreement, dated January 1, 2007, among McCormick, CKB Consulting LLC and Robert J. Lawless, which agreement is
incorporated by reference from Exhibit 10(xiii) of McCormick’s Form 10-K for the fiscal year ended November 30, 2007, File No. 1-14920,
as filed with the Securities and Exchange Commission on January 28, 2008, as amended on January 8, 2009 and January 1, 2010, a copy of
which is attached to this Annual Report on 10-K.*
(13) Annual Report to
Stockholders for
2009 Attached
(21) Subsidiaries of
McCormick Attached
(23) Consents of experts
and counsel Attached
(31) Rule 13a-14(a)/15d-
14(a) Certifications Attached
(32) Section 1350
Certifications Attached
* Management contract or compensatory plan or arrangement.
McCormick & Company
2009 Annual Report
A PASSION FOR FLAVOR
CONTENTS
2009 Highlights 2
Letter to Shareholders 4
A Taste for Innovation 8
A Connection with Consumers 10
A Drive for Expansion 12
A Commitment to Sustainability 14
A Focus on Performance 16
Directors and Officers 18
Management’s Discussion and Analysis 19
Financial Information 37
Investor Information 65
Our culinary experts worked with leading chefs to

develop McCormick’s 2010 Flavor Forecast®. On our
annual report cover, we feature a pairing of coconut
milk with pumpkin pie spice to create a meal inspired
by Thai cuisine. As you read through the report, enjoy
the aroma of pumpkin pie spice which is an enticing
blend of cinnamon, ginger, nutmeg and allspice. In
addition to their wonderful scent, both cinnamon
and ginger are featured in our group of 7 Super
Spices because of their high level of antioxidants.
At McCormick, a passion for flavor is
shared by employees around the world.
This passion has been the foundation of
our success throughout the Company’s
rich 120 year-old history. It enabled us
to deliver a year of solid growth and
financial results for 2009 in the midst of
a challenging economic environment.
McCORMICK & COMPANY 2009 ANNUAL REPORT 1

We successfully integrated Lawry’s , ®
the largest acquisition in McCormick’s

history. We reignited sales growth
for this business and enhanced the
Company’s overall profit margins.
SAVED $42 MILLION

Across our global operations, we
achieved $42 million of cost savings,
exceeding our goal by .
40%
20
$2.27
$1.56
2005 2009
Earnings per share of $2.27 is up

nearly 50% since 2005.
With more meals being prepared at

home, we stepped-up our marketing
activity with increased advertising and
coupons. We have increased total
marketing support for our leading
brands by 35% in the past three years.
2 McCORMICK & COMPANY 2009 ANNUAL REPORT

Our largest production facility in
HIGHLIGHTS
the U.K. was named “Sustainable
Manufacturer of the Year” by a
leading manufacturing publication
in recognition of a recent 48%
rise in recycling,14% reduction in
electricity usage and 13% reduction
in water usage.
$416
$315
$225
09
2007 2008 2009
For a second consecutive year, we

reduced our cash conversion cycle
by 5 days which helped boost our
cash flow from operations to a
record $416 million.
Financial results for the year ended November 30 (millions except per share data)
2009 2008 % change
Net sales $3,192.1 $3,176.6 .5%

Gross profit 1,327.2 1,288.2 3.0%
Gross profit margin 41.6% 40.6%
Operating income 466.9 376.5 24.0%
Operating income margin 14.6% 11.9%
Net income 299.8 255.8 17.2%
Earnings per share – diluted 2.27 1.94 17.0%
Average shares outstanding – diluted 132.3 131.8
Dividends paid $ 125.4 $ 113.5 10.5%
Dividends paid per share .96 .88 9.1%

FELLOW SHAREHOLDERS,
While global economic profit margin to 41.6%, compared with

conditions challenged all 40.6% in 2008. The integration of the
companies, 2009 was Lawry’s business with few additional
another year of excellent costs was also an important driver of this
financial performance and margin improvement.
strong operational achieve- With higher margins we are fueling our
ment at McCormick. For investments to drive growth. In 2009 we
example: invested in our leading brands with
n While net sales rose $20 million of incremental marketing
slightly, the increase in local support behind Lawry’s, holiday
currency was 5%. advertising and new product launches.
Lawry’s, new products, expanded distri-
n Led by our Comprehen-
bution and higher marketing support led
sive Continuous Improve-
to a 7% increase in consumer business
ment (CCI) program, we
sales when measured in local currency.
exceeded our expense
Including the impact of unfavorable
Alan D. Wilson reduction goal by 40%, delivering
currency exchange rates, we achieved
Chairman, President & $42 million of cost savings.
Chief Executive Officer higher profits for both our consumer and
n We reported earnings per share of industrial segments. Excluding the impact
$2.27, near the top end of our $2.24 to of restructuring charges and unusual
$2.28 goal for 2009. On a comparable items, we increased operating income by
basis, this was an increase of 10%. 16% for our consumer business and 8%
n Following a five-day reduction in 2008, for our industrial business.
we achieved our goal to reduce our cash While our joint venture in Mexico had
conversion cycle another five days in a successful year with sales in local
2009, helping to boost cash flow from currency up 19%, the profit contribu-
operations to a record $416 million. tion from this business was hampered
Furthermore, with the significant cash by an unfavorable currency impact.
generated by our business, we lowered Overcoming a decline in income from
the debt related to our acquisition of unconsolidated operations, as well as a
Lawry’s in 2008 and maintained our solid higher tax rate, we grew 2009 earnings
balance sheet. We also used cash to pay per share 10% on a comparable basis
dividends to our shareholders, increasing with 2008.
these payments by 10% in 2009. At the core of this extraordinary
Restructuring actions, a favorable performance is the one ingredient that
business mix and CCI – our ongoing I believe separates McCormick from
initiative to reduce costs throughout our other companies – what I refer to as
operations – combined to push our gross McCormick’s “passion for flavor,” which
lives within our employees around the
globe. This passion inspires our product
innovation and fuels our drive to grow
sales and improve margins year after
year through strategic investments in our
business.

A passion for flavor service restaurants, 13% of industrial
sales in 2009 were from products
More than just an annual report title,
launched in the past three years.
McCormick’s passion for flavor is a
This passion for flavor, coupled with an
foundation of our business – a business
acute sense of market needs and prefer-
that emphasizes the importance of
ences, has created an enviable position
eating well.
in the marketplace for our brands. In our
Certainly, taste plays a key role in eating
largest geographic markets, our share
well. In fact, in a recent U.S. survey,
of the spice and seasoning category
taste continues to rank first in what we
is significantly higher than that of our To reinforce the value of
choose to eat, ahead of quality, health our branded products,
nearest competitor.
and convenience. To that end, each year we increased our coupon
We are supporting our brands with and promotion activity in
our culinary experts convene a council of
record levels of marketing, up 35% in the France and other major
leading chefs from around the world to markets.
past three years. The effectiveness of
define the latest trends and publish our
our spending has also increased. For
eagerly anticipated “Flavor Forecast.”
example, in 2009 our sales lift from both
Equally important to eating well, in
print and television in the U.S. and
our estimation, are the concepts of
Europe exceeded the average of other
health/wellness and convenience. Thus
consumer product companies. To
our passion for flavor takes us toward
reinforce the added value of our branded
products that resonate with consumers
products with consumers, we increased
who demand more than great taste.
our coupon and promotion activity, and in
For example, in the U.S. we recently
print ads featured ways to make an
relaunched our dry seasoning mixes with
inexpensive meal with our products.
most of them reformulated to remove
Likewise, we extended our
MSG, transfat and artificial flavors. This
communication around the
smart solution, coupled with the trend of
science validating health
more consumers eating at home, led to a
benefits of culinary spices
6% increase in units sold during the year.
and herbs to consumers in
Likewise, we have introduced reduced-
Europe and the Asia/Pacific
sodium versions of some of our most
region.
popular products to help consumers
We are elevating our
address health concerns such as salt
relationship within the food
content.
service industry from spice
Similarly, we are helping consumers in
and extract expert to flavor
France who bake at home by extending
partner. Having introduced Schwartz for
our popular Vahiné® dessert brand into
Chefs® in the U.K., we recently launched
new specialty cake mixes. Product
a McCormick for Chefs™ campaign in the
innovation is also vital to our industrial
U.S., which encompasses recipe ideas,
customers. Led by new products
chef-friendly packaging and a back-of-
developed for leading, multinational quick
house shelving system. We relaunched our dry
Our passion for flavor continues to seasoning mixes to help
consumers, who are
grow globally as we expand our increasingly preparing
meals at home, eat well.

geographic footprint in developing greenhouse gases by 24%, water usage
markets like China. In just the past two by 19% and electricity usage by 14%.
years, we doubled the number of major Our impact on the places where we
Chinese cities where consumers can operate extends to regions where inde-
purchase our products. pendent farmers grow spices and herbs.
Our passion for flavor sets the direction During 2009, we funded construction
for our acquisition strategy, which of two new health clinics in Indonesia
remains a key growth initiative. It has which withstood devastating earth-
now been more than a year since we quakes and helped treat many who were
acquired Lawry’s, and the profit from this injured.
business has exceeded our expectations. Our employees are the heart of our
It is our largest acquisition to date and business, and we operate with a strong
we have been pleased with the results set of values. Our Multiple Management
accomplished by our integration team. philosophy, established in 1932, encour-
In 2009, we funded Going forward, we will continue to build ages the participation and inclusion of all
construction of two new
health clinics in Indonesia our portfolio of great brands with acquisi- employees. In this spirit, we are imple-
to support the local spice tions both in developed and emerging menting McCormick’s High-Performance
farmers. markets. System, which encourages teamwork
and has led to better training, lower
Leveraging our business around the globe
turnover and greater efficiency. We
In addition to driving future sales growth, have a strong culture of respect for one
our employees have become more adept another that extends to our suppliers, our
McCORMICK NEXT LARGEST
COMPETITOR
at managing costs, margins and cash. customers and our communities.
Two years ago, we set objectives and
U.S. Growing forward
measured our performance with what
U.K. we call “McCormick Profit.” Under this Two key growth characteristics distin-
FRANCE approach, which complements our CCI
McCormick Competitor guish McCormick and bode well for the
U.S 47% 5%
CANADA efforts, each
U.K.
business is rewarded
44% 5%
for Company’s ability to compete success-
both increasing
France profit and
66%managing4% fully in the global marketplace.
The category share of Canada 44% 3%
McCormick’s spice and working capital. Our higher margins and First and foremost, we are a global
seasoning brands in our a shorter cash conversion cycle demon- leader in the profitable and growing spice
top four geographic strate our effectiveness in successfully and seasonings retail product category.
markets far exceeds that
of the next largest managing through a difficult environment. Within that category, we have the broadest
branded competitor. We are committed to operating our line of products – from economy-priced
business in a sustainable manner. Since store brands to premium gourmet items.
2005 our global operations have reduced As a result, we enjoy strong category
share in our major geographic markets.
Second, on the industrial side of our
business, we provide a broad range of
flavor solutions to the leading and most

recognizable multinational restaurant Acknowledgments
businesses and many of the large multi-
Following his retirement as President
national packaged food manufacturers.
and CEO in early 2008, Bob Lawless
All of these customers rely on us for
retired from the Board of Directors in
safe, consistent and innovative products.
2009 after 11 years as Chairman. During
These characteristics, coupled with
his tenure, Bob strengthened the Board’s
a disciplined approach to managing
governance by transitioning to primarily
our financial resources, have allowed
independent directors. He was instru-
the Company to achieve a double-digit McCormick’s
mental in setting our strategy, inspiring
increase in earnings per share in each of Management Committee
performance and achieving results.
the past four years when measured on celebrated 10 years on the
I would like to personally thank him for New York Stock Exchange
a comparable basis. This is particularly during 2009: ( l-r) Mark
his leadership and service. Also during
remarkable in light of unprecedented Timbie, Chuck Langmead,
2009, Cile Perich, our Vice President –
spikes in raw material costs in 2007, a Cile Perich, Alan Wilson,
Human Relations, joined the Company’s Gordon Stetz, Lawrence
severe economic downturn in the global
Management Committee. Kurzius
economy in 2008 and currency market
Led by your Board members,
headwinds over the past 12 months.
McCormick’s leadership team has the
Shareholder return is further enhanced
right experience and high motivation to
by our strong dividend track record. In
manage through challenges and remain
November 2009, your Board of Directors
focused on the profitable growth of our
approved the Company’s 24th consecu-
business. Throughout this report you will
tive year of dividend increase, and we
see just a few of our 7,500 employees
have paid dividends every year since 1925.
throughout our worldwide operations In January 2010,
Underlying this performance is our FORTUNE magazine
who have the talent and energy that are
strategy for growth: continuous margin named McCormick to its
behind our success. I thank McCormick
improvement, further investment in the “100 Best Companies to
employees everywhere for their hard Work For” list. Alan stated,
business and steadily increasing sales
work and accomplishments. Together “Our culture and people,
and profit. This strategy has served us coupled with our long
we are driving sales, managing costs and
well during these extreme economic track record of growth and
increasing cash and profit. performance, make us a
conditions. We fully expect it to continue
We appreciate your interest and great employer.”
to deliver solid financial results as we
support and hope that, as a McCormick
move forward.
shareholder, you share our confidence in
our continued growth and success.
Vision:
McCormick will be the

Alan D. Wilson leading global supplier
Chairman, President & CEO of value-added flavor
solutions. Building on
strong brands and innova-
tive products, we will be
the recognized leader in
providing superior quality,
value and service to
customers and consumers
around the world.

A TASTE FOR INNOVATION
Our worldwide team of While consumers today increasingly mixes in the U.S., reformulating many of
400 researchers and want convenience, healthy solutions and these products to remove MSG, transfat
product developers use
our proprietary CreateIT® good value, taste remains the ultimate and artificial flavors, and to feature our
process to accelerate factor when choosing food. As a result, natural spices and herbs. As part of
our new-product bold flavors, authentic ethnic cuisine this relaunch, we updated packaging
development cycle.
and unique combinations, along with designs and improved in-store displays.
traditional favorites, are top of mind when This marketplace insight, coupled with
ordering out or dining in. focused marketing, led to a 6% unit
In either case, McCormick is at the increase in sales of these products. In
heart of the flavor solution with tasteful addition, we introduced new versions of
innovations and ideas around the world. our Zatarain’s® items featuring the taste
We maintain our industry leadership by of New Orleans, as well as Simply Asia®
consulting with culinary experts in various seasoning mixes, to help consumers
global markets to identify emerging re-create dishes they enjoy when
trends in food and food preparation. dining out.
Around the world, our team of 400 In France, Vahiné is a well-known
With imagination and researchers and product developers brand with a reputation for quality
a bit of fun, our product translates this unique insight into new ingredients and expertise in helping
development team in products for consumers and customers consumers prepare great desserts. We
France (pictured below)
helped extend our using our proprietary CreateIT process, recently extended our product range
popular Vahiné brand of which brings together flavor developers, with eight new varieties of cake mixes.
dessert items to a line of culinary chefs, sensory experts and These premium products deliver the
mixes to prepare
delicious items like flans consumers to validate and accelerate our superior flavor of French pâtisserie shops
and cakes. new-product development cycle. with easy, at-home preparation. Also in
In addition to continually Europe, we introduced a line of Ducros®
creating new flavor solutions, Selections for frequent users of herbs
we make sure our existing and spices, and additional blends of our
product line remains properly Schwartz Flavourful™ recipe mixes in the
aligned with market needs. For U.K., which contain unique blends of
example, to address consumers’ slow-roasted whole spices and herbs.
changing dietary needs, we Our product range in China includes
relaunched our dry seasoning not only spices and seasonings but
condiments such as sauces and jams.
New McCormick honey jams in this
market contain honey as a natural
sweetener and are being used as a
spread or in tea. In Australia, where we
have the number-one market share in

gelatin with our Aeroplane® “jelly” brand,
we have now developed Create-a-Jelly™
– a gelatin prepared using any favorite
beverage.
Looking ahead, we are particularly
excited about two new product lines that
performed well in 2009 test markets.
Perfect Pinch® makes it easy to explore
new flavors and create inspired meals.
With 18 varieties, we have consolidated
and simplified three different lines of
seasoning blends. For consumers who
prefer to measure their ingredients and
follow a recipe, we developed Recipe
Inspirations®. With six varieties such
as garlic and lime fajitas and rosemary
roasted chicken and potatoes, Recipe
Inspirations are a twist on the familiar
and introduce consumers to a spice or Recipe Inspirations feature
herb they may not have used before. premeasured spices and
This tasteful innovation also takes a collectible recipe card
that make it easy to create
place on the industrial side of our flavorful meals at home.
business, where foodservice customers Our marketing experts and
and other food manufacturers turn to sales team are launching
these innovative products
McCormick’s innovation team for rapid in 2010.
innovation that is on-trend and on-target
with consumers. In fact, in each of the
past five years, anywhere from 13% to
18% of annual sales have come from
products introduced in the preceding
three years. This further validates our
CreateIT methodology, which allows
us to gain market share through new
With new Create-a-Jelly,
product “win rates” of 35% for U.S. consumers in Australia can
foodservice customers and 70% for U.S. flavor gelatin with their
food manufacturers. These rates are also favorite beverage. We
grew sales of Aeroplane
high in international markets. In 2009, products 14% in 2009.
we worked with large, multinational
quick service restaurants to develop
and provide flavors for a number of new Every year since 2005,
menu items. between 13% and 18%
Tasteful innovation has been – and will of our industrial business
sales have come from
always be – a major component of our new products launched in
growth strategy. the preceding three years.

A CONNECTION WITH CONSUMERS
Consumers around the world know us

by many names – McCormick in the
U.S., Australia, China and Latin America;
Schwartz in the U.K.; Club House® in
Canada; and Ducros in France. In addition
to our broad lines of spices and season-
ings, popular brands like Vahiné, Grill
Mates®, Zatarain’s and Aeroplane have
their own loyal following.
While the names may vary, the
connection with consumers is consistent
everywhere. Helping to reinforce that
bond are our aggressive brand marketing
efforts. Just as we don’t leave product
Our global ads feature
low-cost ways to add taste innovation to chance, so too are we
to potatoes and other diligent in measuring the effectiveness of
daily staples, information our promotion and advertising programs
about the high antioxidant
level of spices and herbs, to ensure we remain properly aligned
and how to “master the with market expectations and
flame, master the flavor” opportunities.
when grilling.
In 2009, a large portion of our U.S.
marketing spend had returns that
exceeded industry averages. We are
achieving a lift in sales from engaging
ads that are cost efficient and expertly
McCormick’s products placed using audience targeting. For
are typically less than 10%
of the cost of the meal but example, we grew North American sales
90% of the flavor. of Grill Mates in the U.S. and La Grille in
Canada by 20%, thanks in large part to a
comprehensive marketing campaign.
In recent years our ads have
emphasized convenience, freshness
and authentic flavors. In the current
economic environment, much of our
messaging has been centered on the

value of our brands. Of the total cost
of a meal, our seasonings, sauces and
marinades represent only pennies
per serving. Or, to put it another way,
McCormick is often less than 10% of
the cost of the meal but 90% of the
flavor. To deliver this value message,
we increased our coupon activity and
stepped up our promotions in 2009.
A number of our print ads featured
ways to prepare a low-cost meal with
our products.
Similarly, we remain acutely aware of
the in-store display and merchandising
of our products and have made great
Impressive store displays
improvements in recent years with the get consumer attention
introduction of gravity-feed shelving for and incremental sales. In
our core spice and seasoning products. Australia, our selling team
helped double sales of
In addition, secondary displays of our slow cooker seasonings
products are important particularly in 2009 with high-impact
during holiday periods. product merchandising.
We are also taking advantage of
opportunities on the Internet, which
has become an increasingly important
Our websites around the
avenue to engage consumers globally.
world engage consumers
We are finding ways to drive traffic to our with information that
websites via creative online advertising includes low-cost recipes,
as well as 30-minute meal
and then retaining these consumers
ideas, information about
with fresh, relevant content. Our online product shelf-life and a
advertising in the U.S. delivered more “Flavor Forum” network.
than 200 million visits to our sites last
year and one of our recipes was viewed
online every five seconds. This validates
for us both the importance of the initia-
tive and our effectiveness in leveraging
In millions $147
the opportunity. Hit rates for our
$127
relaunched U.K. Schwartz website were $113
$109 $112
up 100% toward the end of 2009. $96
Since 2004 we have increased our

marketing spending by more than 50%.
We have achieved a great return on this
investment behind our brands and see We have increased
marketing support behind
further opportunities to connect with our brands more than
consumers in markets around the world. 2004 2005 2006 2007 2008 2009 50% since 2004.

A DRIVE FOR EXPANSION
Expansion into new markets has

led to a broad global footprint
and the product portfolio we
have today. Club House in
Canada, Schwartz in the U.K. and
Ducros in France are all number
one brands added through acqui-
sition. Across all of our brands
we supply products to nearly 100
countries around the world.
The acquisition of leading
brands continues to be an
integral part of our growth
strategy. For the past five years,
we have had average annual
sales growth of 5%, and
Much of our business acquisitions have accounted for one-third
today was generated by of this increase. In our developed
the acquisition of leading
brands around the world. markets we are seeking iconic brands
like Lawry’s seasonings and marinades
or Billy Bee® honey products. Products
with a distinct flavor profile such as
A fresh marketing campaign
featured Lawry’s new Simply Asia and Zatarain’s offer
reduced sodium product. compelling growth opportunities. We
have a particular interest in emerging
markets such as China and India as we
identify acquisition candidates.
Our integration effectiveness increases
with each successive acquisition. After
completing the transaction in July 2008,
our teams worked to fold in the Lawry’s
business with few incremental costs,
exceeding our projected earnings
accretion for the first 12 months. We
have reignited sales growth for the
Lawry’s brand. Early in 2009, we
introduced a new reduced-sodium
version of the iconic Lawry’s seasoned
salt and two new marinades. This was
followed by a fresh marketing campaign,
the launch of additional marinade

varieties and an appealing new bottle
design. Lawry’s has been our largest
acquisition to date and one of our most
successful.
For our U.S. foodservice customers,
we recently launched our “McCormick
for Chefs” campaign. This initiative
moves us from a spice and herb expert
to a flavor partner. As a key part of this
master brand campaign, we are intro-
ducing the exciting flavors of Lawry’s,
Zatarain’s and Thai Kitchen® products to
restaurant chefs.
Beyond acquisitions, we have gained
new distribution of our leading brands
in North America and Europe with
value-priced retailers in 2008 and 2009. The introduction of
In China, we have developed a strong acquired brands such as
Lawry’s is part of our
foothold for the McCormick brand since “McCormick for Chefs”
its introduction in 1990. The opportunity campaign.
for further expansion is significant. In
just the past two years we doubled the
number of major cities where consumers
can purchase our products. Through
our selling network we are gaining
placement in both modern grocery stores
and traditional street markets.
Over the past five years, sales growth Over the past five years,
for our industrial business in Asia has sales growth for our
industrial business in Asia
also been strong, as we support the has been strong, as we
expansion of multinational restaurants support the expansion of
and food manufacturers. Production multinational restaurants
and food manufacturers.
capacity of our plant in Thailand was
recently doubled to accommodate this
growth. We also added a condiment
plant in South Africa due to increased
demand.
Acquisitions will continue to be
an important avenue for growth at
McCormick. Along with new distribution,
acquisitions will continue to expand our
business into new regions and new
product categories that bring flavor to
consumers.

A COMMITMENT TO SUSTAINABILITY
0 .1
8 .0
6 .0
4 .0
2 .0
0 .0
We view sustainability Building on a cultural foundation of
as an integral part of our concern for others, we are committed to
business and essential to
our success. making a positive difference in the global
communities where we live and work.
McCormick has a long history of
sourcing pure, natural spices and herbs,
and our attention to sustainability starts
at the farms. Our global sourcing team
GREENHOUSE GAS Since 2005 our global
operations have reduced travels the world to monitor growing
WATER
greenhouse gases by 24%, activity and weather conditions on the
ELECTRICITY water usage by 19%, farms with the goal of providing fully
electricity usage by 14%
SOLID WASTE and solid waste by 6%. mature healthy crops. We have worked
effectively with farmers to improve crop
production, drying and storage methods.
A new recycling unit in
our Atlanta, Georgia Our ongoing objective year to year is to
manufacturing facility buy the highest quality spices and herbs,
recycles excess product
yielding the best flavor.
for use in animal feed,
contributing to our 43% As these raw materials arrive at
solid waste reduction in our facilities for processing, we are
this facility.
committed to minimizing our own impact
on the environment. Since 2005 our
global operations have reduced green-
house gases by 24%, water usage by
19%, electricity usage by 14% and solid
waste by 6%.
Our focus on sustainability has resulted
in many other accomplishments as well.
Our manufacturing facility in Atlanta, for
example, has reduced its solid waste by
43% since 2005. In our largest plant in
the U.K., we recently achieved a 48%
rise in recycling and reduced electricity
usage by 14% and water usage by 13%.
In recognition of these achievements,
outstanding employee engagement
in sustainability efforts and ISO 14001
certification, this facility was awarded
“Sustainable Manufacturer of the Year”
for 2009 by a leading U.K. manufac-
turers’ publication. Sustainability extends
to our packaging as well. In 2009, we
eliminated 350,000 pounds of corrugated

shipping materials for our foodservice thrives today. Our Multiple
products in the U.S. Management philosophy
We are also focused on the impact of is the foundation of this
our products on consumers. In 2007, we culture and is based
founded the McCormick Science Institute on the inclusion of all
to advance the health benefits of culinary employees, encouraging
spices and herbs. In the Americas, their participation in every
Europe and the Asia/Pacific region, our aspect of our business.
“Super Spices” advertising and website We are emphasizing
began educating consumers about the these values with the
high levels of natural antioxidants in McCormick High Perfor-
many of our products. We offer mance System, which
Our Multiple Management
reduced-sodium versions of a number of motivates our employees and leads
Board in Mexico donated
our most popular U.S. items, including to better training, lower turnover and to an organization that
Zatarain’s Jambalaya rice mix, Grill Mates greater efficiency. provides support for girls
ages six to 13 who suffer
Montreal Steak seasoning and our latest Our talented and motivated employees
from poverty and abuse.
addition, Lawry’s seasoned salt, as well as are the key ingredient of our success.
many favorites in international markets. We recognize this and continue to invest
Our efforts extend from the health of our in development and a work environment
products to the health of the communities where our talents can be applied and
in which we operate. This begins at the rewarded. In 2009, we added further
growing regions around the world where resources behind our diversity and
McCormick has provided support. In 2009, inclusion efforts, as well as employee
we funded construction of two health communications, while continuing to
clinics in Indonesia and provided donations monitor our progress with employee
during the devastating earthquakes in this surveys. With the formation of two
region. Our corporate giving goes beyond regional Multiple Management Boards,
health initiatives to education, environment we are strengthening our leadership
and habitat, health and welfare, civic and development initiatives around the world.
culture, and diversity. At McCormick, we care about
Concern for one another is one of our our impact on the environment, our
shared values, and our employees are consumers, the communities in which
generous in sharing with their communi- we operate and the well-being and
ties. In the U.S. many employees work advancement of our employees. We
an additional eight hours each year view sustainability as an integral part
and donate their earnings – which are of our business and essential to our
matched by the Company – to local success. It is truly our nature.
OUR SHARED VALUES
charities. Employees in other locations The people of McCormick are
donate their time and energy to raise our “key ingredient.”
funds for their local community. The Ethical behavior

Company also recognizes leaders in Teamwork
community service with annual awards. High performance
Innovation
For 120 years, McCormick’s people Concern for one another
have valued an enduring culture that still = Success

A FOCUS ON PERFORMANCE
McCormick’s continuing businesses

have reported sales growth for more
than 50 years. Since 1999, sales have
grown at a compound annual growth rate
of 6%. During this same 10-year period,
earnings per share, adjusted for a stock
split, have grown at a 12% compound
annual growth rate. For each of the past
three years we have grown earnings
per share at a double-digit pace. We are
proud to have accomplished this level
of increase during a period of volatility in
both input costs and currency rates, as
well as a difficult global economy.
While our strong brands, leading
market position and motivated
employees are important elements
of this success, equally important is
our effective and sustainable growth
strategy – improve margins, invest in the
business and grow sales and profit.
We are improving margins with a
more favorable business mix and with
aggressive cost reductions. In 2009 we
completed a broad restructuring plan that
has resulted in annual savings of $61
million. Increased productivity allowed
us to reduce the number of major manu-
facturing facilities by 26% and increase
sales per facility by 66% since the
program began in 2005.
Ongoing cost savings are being
realized in each region and function
At our largest manufacturing

plant based in Maryland, this
new high-capacity blending
station does the work of six
smaller blenders and was
instrumental in the successful
integration of the Lawry’s
business.

under our Comprehensive Continuous
Improvement effort. Our achievements
in CCI are reflected in all aspects of
our business, but most notably in our
supply chain. Our 2009 CCI results
include supply chain initiatives focused
on supplier collaboration, manufacturing
continuous improvement, packaging
optimization and raw material origin
and formulation conversions. In 2009,
cost savings reached $42 million, ahead
of our initial goal of $30 million. At our
facility in Dallas, a “washout” that used
to take 12 hours has been reduced to six
hours. Productivity on product samples
at our Technical Innovation Center has
increased 46%. These and other cost
reductions allow us to increase our brand Progress with CCI led
marketing, develop new products and to $42 million of cost
savings in 2009.
fund other initiatives. It is our fuel for
growth.
We set objectives not only to increase
55
We removed five days
profit, but to reduce working capital. from our cash conversion
This modified measurement, called cycle in 2008, followed by
McCormick Profit, has been in place for another five day reduction
in 2009.
two years. In both years we reduced our
cash conversion cycle by five days, and
in 2009 we generated $416 million of
cash from operations. We are currently
using cash to pay down debt from the
Lawry’s acquisition, and through the
end of 2009 have reduced our debt by In November 2009
$252 million. We have maintained a the Board of Directors
declared our 24th
strong balance sheet and investment- consecutive dividend
grade credit rating despite the difficult increase.
economy.
Cash is also funding dividends.
McCormick shareholders have been paid
a dividend every year since 1925. Your
Board has increased the dividend on a
per-share basis for 24 consecutive years.
We recognize our dividends as one more
way to build value for our shareholders.
86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09

BOARD OF DIRECTORS
John P. Bilbrey 53 James T. Brady 69 J. Michael Fitzpatrick 63

Senior Vice President of Managing Director, Mid-Atlantic Chairman &
the Hershey Company and Ballantrae International, Ltd. Chief Executive Officer
President – Hershey Ijamsville, Maryland Citadel Plastics Holdings, Inc.
North America Director since 1998 Radnor, Pennsylvania
Hershey, Pennslyvania Audit Committee* Director since 2001
Director since 2005 Audit Committee
Nominating / Corporate Governance
Committee
Freeman A. Hrabowski, III 59 Michael D. Mangan 53 Joseph W. McGrath 57 Margaret M.V. Preston 52
President President, Worldwide Power President & Chief Executive Managing Director,
University of Maryland Tools & Accessories Officer (retired) Market Executive
Baltimore County The Black & Decker Corporation Unisys Corporation U.S. Trust Bank of America
Baltimore, Maryland Towson, Maryland Philadelphia, Pennsylvania Private Wealth Management
Director since 1997 Director since 2007 Director since 2007 Greenwich, Connecticut
Nominating / Corporate Governance Audit Committee Compensation Committee Director since 2003
Committee* Nominating / Corporate Governance
Committee
George A. Roche 68 William E. Stevens 67 Alan D. Wilson 52

Chairman of the Board & Chairman Chairman, President &
President (retired) BBI Group Chief Executive Officer
T. Rowe Price Group, Inc. St. Louis, Missouri McCormick & Company, Inc.
Baltimore, Maryland Director since 1988 Director since 2007
Director since 2007 Compensation Committee*
Compensation Committee
*Denotes committee chairman

EXECUTIVE OFFICERS MANAGEMENT’S DISCUSSION
AND ANALYSIS
Alan D. Wilson
Chairman, President &
Chief Executive Officer
Paul C. Beard
Senior Vice President –
Finance & Treasurer
W. Geoffrey Carpenter
Vice President – The purpose of Management’s Discussion
General Counsel & Secretary
and Analysis (MD&A) is to provide an
Kenneth A. Kelly, Jr. understanding of McCormick’s business,
Senior Vice President &
Controller financial results and financial condition.
Lawrence E. Kurzius The MD&A is organized in the
President –
McCormick International following sections:
Charles T. Langmead
President –
U.S. Industrial Group Business Overview
Cecile K. Perich
Vice President – Results of Operations
Human Relations
Gordon M. Stetz
Executive Vice President & Liquidity and Financial Condition
Chief Financial Officer
Mark T. Timbie Acquisitions

President – North American
Consumer Foods
Restructuring Activities
Other information, including impairment

charge, critical accounting estimates and
assumptions and forward-looking
information
The information in the charts and tables in the MD&A are for the
years ended November 30. All dollars are in millions, except per
share data. We analyze and measure the profitability of our two
business segments excluding the impact of our restructuring activi-
ties for all years presented, as well as the impact of the impairment
charge that was recorded in the fourth quarter of 2008 and affected
our consumer business. As such, operating income and operating
income margin results for our two business segments exclude
these items. All other results include the impact of these charges.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Business Segments
We operate in two business segments, consumer and

industrial. Consistent with market conditions in each
segment, our consumer business has a higher overall
Business Overview
profit margin than our industrial business. In 2009,
excluding restructuring charges, the consumer busi-
Executive Summary ness contributed 60% of sales and 82% of operating
income and the industrial business contributed 40% of
sales and 18% of operating income.
McCormick is a global leader in the manufacture,
Across both segments, we have the customer base
marketing and distribution of spices, herbs, seasonings,
and product breadth to participate in all types of eating
specialty foods and flavors to the entire food industry.
occasions, whether it is cooking at home, dining out,
Customers range from retail outlets and food manufactur-
purchasing a quick service meal or enjoying a snack.
ers to foodservice businesses. The Company was
We offer consumers a range of products from
founded in 1889 and built on a culture of Multiple
premium to value-priced.
Management which engages employees in problem-
solving, high performance and professional development.
We have approximately 7,500 full-time employees in
facilities located around the world. Our major sales,
distribution and production facilities are located in North Consumer Business
America and Europe. Additional facilities are based in
Mexico, Central America, Australia, China, Singapore,
From locations around the world, our consumer brands
Thailand and South Africa. In 2009, 38% of sales were
reach nearly 100 countries. Our leading brands in the
outside the United States.
Americas are McCormick, Lawry’s and Club House. We
also market authentic ethnic brands such as Zatarain’s,
Listed below are significant highlights of the El Guapo®, Thai Kitchen and Simply Asia, and specialty
discussion and analysis that follows: items such as Billy Bee honey products and seafood
n Netsales were $3.2 billion in 2009. Higher volume complements under the Golden Dipt® and Old Bay® labels.
and product mix increased sales 2% due to the Lawry’s In Europe, the Middle East and Africa (EMEA) we sell the
business acquired in mid-2008. This increase, along Ducros, Schwartz, McCormick and Silvo® brands of spices,
with higher prices to offset increased input costs, was herbs and seasonings and an extensive line of Vahiné
offset by the unfavorable impact of foreign currency brand dessert items. In the Asia/Pacific region our primary
exchange rates. brand is McCormick, and we also own the Aeroplane brand
which is the leader in gelatins in Australia.
n Earnings
per share were $2.27 in 2009 compared to Our customers span a variety of retail outlets that
$1.94 in 2008. include grocery, mass merchandise, warehouse clubs,
n We concluded our restructuring program that began discount and drug stores, served directly and indirectly
late in 2005, achieving a total of $61 million in annual cost through distributors or wholesalers. In addition to market-
savings, which exceeded our initial target by 22%. Cost ing our branded products to these customers, we are also
savings from our restructuring program, as well as our a leading supplier of private label items, also known as
Comprehensive Continuous Improvement (CCI) program, store brands.
reached $42 million in 2009. The largest portion of our consumer business is spices,
herbs and seasonings. For these products, we are the
n Cashfrom operations reached a record $416 million
category leader in our primary markets with a 40 to 70%
even after a $53 million increase in our pension plan
share of sales. There are a number of competitors in the
contributions. We used part of this cash to pay down
spices, herbs and seasoning category. More than 250
$252 million of the debt related to the Lawry’s acquisition
other brands are sold in the U.S. with additional brands in
and also spent $125 million on dividend payments.
international markets. Some are owned by large food
n In
November 2009, our Board of Directors approved manufacturers, while others are supplied by small
our 24th consecutive annual dividend increase and the privately owned companies. Our leadership position
annualized quarterly dividend as we began our 2010 fiscal allows us to more efficiently innovate, merchandise and
year was $1.04 per share. market our brands.

Industrial Business Strategic Focus
In our industrial business we provide a wide range of Our strategy – to improve margins, invest in our business
products to multinational food manufacturers and and increase sales and profits – has been driving our
foodservice customers. The foodservice customers are success for more than 10 years and is our plan for growth
supplied both directly and indirectly through distributors. in the future.
Among food manufacturers and foodservice customers, In 2009, gross profit margin rose to 41.6% from 40.6% in
many of our relationships have been established for the prior year. Our acquisition of consumer brands has led to
decades. We focus our resources on our strategic a more favorable business mix in recent years, and our latest
partners that offer a greater growth potential. Our range portfolio addition with Lawry’s, moved our margins even
of products remains one of the broadest in the industry higher. New product introductions also have the potential to
and includes seasoning blends, natural spices and herbs, improve margins, particularly in our industrial business
wet flavors, coating systems and compound flavors. In where our development efforts are focused on more
addition to a broad range of flavor solutions, our custom- value-added items. A third path to higher margins is the
ers benefit from our expertise in sensory testing, culinary incremental cost savings from CCI which spans all functions
research, food safety, flavor application and other areas. of our global business.
Our industrial business has a number of competitors. Product innovation is one of the leading investments to
Some tend to specialize in a particular range of products grow our business. New products launched in the past three
and have a limited geographic reach. Other competitors years accounted for 8% of net sales in 2009. Since 2004, we
include larger publicly held flavor companies that are have increased research and development expense nearly
more global in nature, but which also tend to specialize in 25%. We are also investing in greater marketing support to
a limited range of flavor solutions. drive sales of our leading brands, with an increase of 53% in
We have been working to increase the profitability of the past five years. Another growth initiative is brand
the industrial business through productivity improve- revitalization which encompasses marketing support as well
ments, continued customer and product rationalization as better merchandising, packaging and other improvements.
and a shift in our sales mix to more higher-margin, We are also growing our business with investments in
value-added products. acquisitions. Acquisitions have added 2% to average annual
sales growth in the past five years. Through acquisitions we
seek to add leading brands to extend our reach into new
geographic regions where we currently have little or no
distribution, with a particular interest in emerging markets.
In our developed markets, we are adding brands that have a
niche position and meet a growing consumer trend. Due in
part to our acquisition strategy, we intend to grow our
consumer business at a faster pace than our industrial
2009 Net Sales by Business and Region
business.
Long-term we expect to achieve mid-single digit sales
growth with one-third from category growth and distribution
Consumer Business
gains, one-third from product innovation and one-third from
acquisitions. Pricing and foreign currency exchange rates
AMERICAS 44%
also impact sales. In 2009, pricing actions were beneficial to
ASIA / PACIFIC 2%
EMEA 14%
sales growth, while the impact of currency rates was
unfavorable.
Industrial Business
Our business generates strong cash flow. Actions to grow
net income and improve working capital are designed to lead
EMEA 7%
ASIA / PACIFIC 4%
to higher levels of cash generation. Cash is our fuel for
AMERICAS 29% incremental product development, marketing support,
strategic acquisitions and capital projects. Although currently
curtailed while we pay down debt from the Lawry’s acquisi-
tion, we have a share repurchase program designed to lower
shares outstanding. We are building total shareholder return
with consistent dividend payments. We have paid dividends
every year since 1925.

Results of Operations – 2009 compared to 2008 reflects our efforts to manage expenses, improve produc-
2009 2008 tivity and integrate the Lawry’s business with minimal
incremental operating expenses. More specifically, lower
Net sales $3,192.1 $3,176.6 expense levels were due to decreases in distribution
Percent growth .5%
costs, certain benefit expenses and other cost savings,
partially offset by higher marketing support costs.
Sales for the fiscal year rose slightly from 2008. Pricing Lower distribution costs were driven by CCI initiatives
actions taken to offset higher costs added 3.8% to sales, and leveraging our existing distribution channels with the
while unfavorable foreign exchange rates reduced sales new Lawry’s business. Retirement plan expenses were
5.0% for the year. Favorable volume and product mix, lower due to changes in actuarial assumptions and higher
combined, added 1.7% to sales. This impact includes the income on marketable securities.
acquisition of Lawry’s (less the reduction in sales from the During 2009 we increased marketing support costs
disposition of Season-All), which increased sales by 3.1%. $19.5 million or 15%. A large portion of the increase
The Lawry’s acquisition and disposal of Season-All took funded a new marketing campaign for Lawry’s. Other
place in July 2008. products featured with incremental marketing support
2009 2008 included our revitalized dry seasoning mixes, Grill Mates,
new Vahiné cake mixes, and in China, honey jams.
Gross profit $1,327.2 $1,288.2
Gross profit margin 41.6% 40.6% 2009 2008
Impairment charge – $29.0

In 2009, gross profit increased 3.0% and gross profit
margin rose 100 basis points. The increase in gross
In 2008 we recorded a non-cash impairment charge to
profit margin was due equally to a more favorable mix of
lower the value of our Silvo brand intangible asset in The
business and cost savings initiatives.
Netherlands. More details of the impairment charge are
In 2009 sales in our consumer segment, which carries
discussed later in MD&A.
a higher gross profit margin, grew 3.3% while sales in
our industrial segment declined 3.4%.The increase in
The following is a summary of restructuring activities:
consumer sales was driven by the Lawry’s acquisition.
Our Comprehensive Continuous Improvement program 2009 2008
(CCI) also boosted margins. Total savings in 2009 were Pre-tax restructuring charges:
$37 million, of which $31 million improved gross profit. Recorded in cost of goods sold $ 2.5 $ 4.5
Improvements due to business mix and cost Other restructuring charges 13.7 12.1
reductions were partially offset by cost increases. Reduction in operating income 16.2 16.6
Income tax effect (5.3) (5.1)
2009 2008
Reduction in net income $10.9 $11.5
Selling, general & administrative
expense (SG&A) $846.6 $870.6 Reduction in earnings per share – diluted $ .08 $ .09
Percent of net sales 26.6% 27.4%
Pre-tax restructuring charges for both 2009 and 2008

Selling, general and administrative expenses in total related to actions under our restructuring program to
dollars and as a percentage of net sales declined in 2009 consolidate our global manufacturing, rationalize our
compared to 2008. The underlying decrease in SG&A distribution facilities, improve our go-to-market strategy
and eliminate administrative redundancies. More details
of the restructuring charges are discussed later in MD&A
and in note 11 of the financial statements.

2009 2008 The following table outlines the major components of the
change in diluted earnings per share from 2008 to 2009:
Interest expense $52.8 $56.7
Other income, net 2.4 18.0
2008 Earnings per share – diluted $1.94
The decrease in interest expense was due to lower Increased operating income exclusive
of restructuring and impairment charges .33
interest rates, offsetting an increase in total average
Impairment charge recorded in 2008 .15
debt outstanding in 2009 when compared to 2008. Lower restructuring charges .01
The decrease in other income was due to the $12.9 Lower interest expense .02
million pre-tax gain recorded in 2008 on the sale of Decrease in other income (.08)
Increase in tax rate (.07)
our Season-All business, sold in connection with the
Lower income from unconsolidated operations (.02)
acquisition of Lawry’s (see note 2 of the financial Effect of higher shares outstanding (.01)
statements) and reduced interest income.
2009 2008
Income from consolidated operations
Consumer Business
before income taxes $416.5 $337.8
Income taxes 133.0 100.6 2009 2008
Effective tax rate 31.9% 29.8%
Net sales $1,911.2 $1,850.8
Percent growth 3.3%
The increase in the effective tax rate was due to our Operating income, excluding
current mix of income by taxing jurisdictions. Income restructuring and
impairment charges 397.9 343.3
taxes in 2009 and 2008 included $3.6 million and $2.9
Operating income margin, excluding
million, respectively, of net discrete tax benefits. These restructuring and
tax benefits related to the settlement of tax audits and impairment charges 20.8% 18.5%
adjustments to prior tax provisions once actual tax
returns were prepared and filed. Higher volume and product mix added 3.6% to sales,
2009 2008 including the net impact of the Lawry’s acquisition, which
Income from unconsolidated accounted for 4.6%. Pricing actions taken to offset higher
operations $16.3 $18.6 costs added another 3.5% to sales, while unfavorable
foreign exchange rates reduced consumer sales by 3.8%
in 2009 compared to 2008.
Income from unconsolidated operations decreased
In the Americas, consumer business sales increased
$2.3 million in 2009 compared to 2008. This decrease
9.1%, including a 1.3% decrease due to unfavorable
was primarily driven by our joint venture in Mexico, as
foreign exchange rates. Higher volume and product mix
well as some smaller joint ventures. Our joint venture
added 6.4% to sales, which included a 6.7% increase from
in Mexico had a strong performance with sales in local
the net impact of the Lawry’s acquisition. Sales volume
currency up 19%. However, income from this business
increases included grilling products and dry seasoning
was unfavorably impacted by the stronger U.S. dollar
mixes, while sales volumes of gourmet items declined.
during most of 2009 and to a lesser degree, higher
During 2009 a number of retailers reduced their inventory
soybean oil costs. Soybean oil is the primary ingredient
levels which impacted our sales growth. Higher pricing
in mayonnaise, which is the leading product for this joint
taken early in the year added 4.0% to consumer sales in
venture.
the Americas.
In EMEA, consumer sales decreased 11.3%, which
includes 9.8% from unfavorable foreign exchange rates.
Pricing actions added 2.5% to sales and unfavorable
volume and product mix reduced sales by 4.0%.

The retail environment in the U.K. continues to be difficult with less product innovation by our customers. The
and has caused weak sales of our Schwartz brand. Our Americas volume and product mix impact included the
business in France remains strong, particularly with our Lawry’s acquisition, which added 1.4% to sales.
Vahiné dessert items, and has helped to offset some of In EMEA, a 14.8% sales decrease was the result of a
the decline in the U.K. 19.3% unfavorable foreign exchange rate impact and a
Sales in the Asia/Pacific region decreased 0.4%, with 2.9% decline from lower volume and product mix. Sales
6.4% due to unfavorable foreign exchange rates. Sales to the foodservice channel were affected by the bankruptcy
volume and product mix grew by 6.1%, with China of a major customer in 2009. Partially offsetting these
increasing at a double-digit pace and Australia growing at declines was higher pricing, which added 7.4%.
a low single-digit rate. Our growth in China is due to the In the Asia/Pacific region, sales decreased 3.9% due to
launch of several new products and expanded distribution unfavorable foreign exchange rates. Pricing had minimal
of our brands. impact in this region and volume and product mix were
The increase in operating income excluding restruc- flat. During 2009, we experienced a slowdown in demand
turing and impairment charges for the consumer from the restaurant customers that we serve in China.
business was driven by increased sales, improved Despite the decrease in industrial sales, operating
margins from cost reductions and the integration of income excluding restructuring activities increased which
Lawry’s with minimal incremental expense, offset in part is evidence of the effectiveness of our CCI-driven savings
by higher brand marketing support. From time to time, program and progress toward a more favorable product
our customers evaluate their mix of branded and private mix. In general, the new products that we layered into
label product offerings. If a significant portion of our our portfolio during 2009 were accretive to the overall
branded business was switched to private label, it could margins. Operating income in 2009 included $7 million
have a significant impact on our consumer business. of costs related to a foodservice customer bankruptcy in
the U.K.
Industrial Business
Results of Operations – 2008 compared to 2007
2009 2008
Net sales $1,280.9 $1,325.8 2008 2007
Percent decrease (3.4)%
Net sales $3,176.6 $2,916.2
Operating income, excluding
Percent growth 8.9%
restructuring charges 85.2 78.8
Operating income margin, excluding
restructuring charges 6.7% 5.9% Pricing actions to offset higher costs, acquisitions of
leading brands, innovative new products and increased
The industrial business sales decrease was driven marketing support led to an increase in sales for 2008.
largely by unfavorable foreign exchange rates, which Pricing added 5.1% to sales. Favorable volume and
reduced sales 6.7%. Pricing actions, which offset product mix of 2.3% came primarily from the impact of
increased costs of certain commodities, added 4.4% the acquisitions of Lawry’s and Billy Bee (less the
to sales. Volume and product mix lowered sales 1.1% reduction in sales from the disposition of Season-All).
due to a slower pace of new product introductions by Favorable foreign exchange rates added 1.5% for the year.
industrial customers. This reduction included the Lawry’s
2008 2007
acquisition, which added 1.0% to sales.
Sales in the Americas rose 0.2%, including a 3.3% Gross profit $1,288.2 $1,191.8
Gross profit margin 40.6% 40.9%
decrease due to unfavorable foreign exchange rates.
In this region, pricing actions increased sales by 4.1%.
Lower volume and product mix reduced sales by 0.6% In 2008, gross profit increased 8.1%. During 2008, we
effectively offset volatile and increased material costs
with pricing actions, productivity improvements and a
higher-margin product mix.

Wheat, herbs and dairy products were among the The following is a summary of restructuring activities:
raw materials that had significant increases in 2008.
2008 2007
Pricing actions were taken to pass through these higher
commodity costs to both consumer and industrial Pre-tax restructuring charges:
Recorded in cost of goods sold $ 4.5 $ 3.3
customers. Productivity improvements included our Other restructuring charges 12.1 30.7
restructuring program and other supply chain cost
Reduction in operating income 16.6 34.0
reduction initiatives. Favorable product mix was primarily
Income tax effect (5.1) (10.6)
the result of stronger sales growth in our consumer Loss (gain) on sale of unconsolidated
business versus our industrial business, as the consumer operations, net of tax – .8
business has a higher gross margin percentage.
Reduction in net income $11.5 $24.2
Net sales grew at a slightly higher rate than gross
profit which led to a slight decline in gross profit margin. Reduction in earnings per share – diluted $ .09 $ .18
Productivity improvements and favorable product mix had
a positive effect. However, the impact of higher pricing that Pre-tax restructuring charges for both 2008 and 2007
matched higher costs had an estimated unfavorable impact related to actions under our restructuring program to
on gross profit margin of 1.7% in 2008. consolidate our global manufacturing, rationalize our
Cost reductions in cost of goods sold, as well as selling, distribution facilities, improve our go-to-market strategy
general and administrative expense, totaled $31 million. and eliminate administrative redundancies. More details
2008 2007 of the restructuring charges are discussed later in MD&A
and in note 11 of the financial statements.
SG&A $870.6 $806.9
Percent of net sales 27.4% 27.7% 2008 2007
Interest expense $56.7 $60.6
Selling, general and administrative expenses were higher Other income, net 18.0 8.8
in 2008 than 2007 on a dollar basis but declined as a
percentage of net sales. Our marketing support expen- The decrease in interest expense was due to lower
ditures were 13% higher in 2008 than in 2007. As a interest rates, offsetting an increase in total average
percentage of net sales, selling, stock-based compensa- debt outstanding in 2008 when compared to 2007. The
tion and research and development expenses decreased, increase in other income was due to the $12.9 million
while distribution and administrative expenses were pre-tax gain recorded on the sale of our Season-All
relatively unchanged. Efficiencies were obtained through business, sold in connection with the acquisition of
our restructuring program, leveraging certain fixed Lawry’s (see note 2 of the financial statements).
expenses on our higher sales and other cost containment 2008 2007
initiatives.
Income from consolidated operations
2008 2007 before income taxes $337.8 $302.4
Income taxes 100.6 92.2
Impairment charge $29.0 -- Effective tax rate 29.8% 30.5%
In 2008 we recorded a non-cash impairment charge to

lower the value of our Silvo brand intangible asset in The
Netherlands. See discussion in note 4 of the financial
statements for more information.

The decrease in the effective tax rate was mainly Higher volume and product mix added 5.3% to sales,
due to an increase in discrete tax benefits in 2008. including the net impact of the Lawry’s and Billy Bee acqui-
Income taxes in 2008 include $2.9 million of discrete sitions which accounted for 3.7%. Pricing actions taken to
tax benefits related to favorable state tax settlements offset higher costs added another 3.2%. Favorable foreign
and adjustments to prior tax provisions once actual exchange rates added 2.2% to consumer sales in 2008
tax returns were prepared and filed. Income taxes in compared to 2007.
2007 included $1.9 million for discrete tax benefits, In the Americas, consumer business sales increased
primarily the result of new tax legislation enacted in The 12.7%, including 0.5% due to favorable foreign exchange
Netherlands, the U.K. and the U.S. rates. Higher volume and product mix added 8.6% to sales,
including the net impact of the Lawry’s and Billy Bee acqui-
2008 2007
sitions which accounted for 4.8%, as well as the benefit of
Income from unconsolidated new products, new distribution and increased marketing
operations $18.6 $20.7
support. Higher pricing added 3.6% to consumer sales in
the Americas.
Income from unconsolidated operations decreased 10% In EMEA, consumer sales rose 5.6%, which includes
in 2008 compared to 2007. This decrease was primarily 5.6% from favorable foreign exchange rates and 2.5%
driven by the higher cost of soybean oil during 2008, from pricing actions. The remaining decrease of 2.5%
which is impacting our joint venture in Mexico. Soybean was due to unfavorable volume and product mix. A
oil is the primary ingredient in mayonnaise, which is the more difficult economy in the second half of 2008 and a
leading product for this joint venture. subsequent slow-down in consumer purchases affected
The following table outlines the major components of the both the category and our products. Sales volume and
change in diluted earnings per share from 2007 to 2008: product mix was also affected by a reduction in trade
inventory by retailers in France during this period.
Sales in the Asia/Pacific region increased 13.8%, with
8.1% due to favorable foreign exchange rates. Sales
Increased sales and operating income exclusive
of restructuring and impairment charges .18 volume and product mix in China grew at a double-digit
Impairment charge recorded in 2008 (.15) pace, offset by a slight decline in Australia. Success in
Lower restructuring charges .09 Australia from new products such as slow cookers offset
Lower income from unconsolidated operations (.02) lower sales of Aeroplane jelly and the impact of several
Lower interest expense .02
Increase in other income .05 lower-margin items that were discontinued.
Decrease in tax rate .02 The increase in operating income excluding restruc-
Effect of lower shares outstanding .02 turing costs and impairment charges was driven by
2008 Earnings per share – diluted $1.94 higher sales and improved productivity. While we were
able to offset commodity cost increases with pricing
actions, this reduced our margin percentage. This was
Consumer Business partially offset by savings in SG&A expenses, despite
our increased investments in marketing support costs to
2008 2007
grow our brands.
Net sales $1,850.8 $1,671.3
Percent growth 10.7%
Operating income margin,
excluding restructuring charges 18.5% 18.8%

Industrial Business Liquidity and Financial Condition
2008 2007
2009 2008 2007
Net sales $1,325.8 $1,244.9
Net cash provided by
Percent growth 6.5%
operating activities $415.8 $314.6 $224.5
Net cash used in
investing activities (81.8) (747.0) (92.8)
Operating income margin,
Net cash (used in)
excluding restructuring charges 5.9% 6.0%
provided by financing
activities (341.8) 433.4 (152.1)
The industrial sales increase was driven by higher
pricing, which added 7.8% to sales, taken in response We generate strong cash flow from operations which
to increased costs of certain commodities. Favorable enables us to fund operating projects and investments
foreign exchange rates added 0.5% to sales and the that are designed to meet our growth objectives, make
net impact of acquisitions was a 1.0% increase. While share repurchases when appropriate, increase our
we successfully introduced new products during 2008, dividend and fund capital projects.
volume and product mix declined 2.8% as a result of In the cash flow statement, the changes in operating
lower sales to restaurant customers in the Americas assets and liabilities are presented excluding the effects
and Europe. of changes in foreign currency exchange rates, as
Sales in the Americas rose 5.7% with favorable foreign these do not reflect actual cash flows. Accordingly, the
exchange rates adding 0.6% and the net impact of amounts in the cash flow statement do not agree with
acquisitions adding 1.4%. In this region, pricing actions changes in the operating assets and liabilities that are
increased sales by 8.9%. Lower volumes and product presented in the balance sheet.
mix reduced sales by 5.2%. The reported values of our assets and liabilities held in
In EMEA, a 1.9% sales increase was the result of our non-U.S. subsidiaries and affiliates have been
higher pricing, which added 7.2%, offset by a 3.1% significantly affected by fluctuations in foreign exchange
unfavorable foreign exchange rate impact and a 2.2% rates between periods. At November 30, 2009, the
decline from lower volumes and product mix. The impact exchange rates for the Euro, British pound sterling,
of lower volume and product mix has had an unfavorable Canadian dollar and Australian dollar were substantially
impact on our manufacturing efficiencies. higher versus the U.S. dollar compared to 2008.
In the Asia/Pacific region, sales increased 23.5% with Exchange rate fluctuations resulted in increases to trade
8.8% from foreign exchange rates. Pricing had minimal accounts receivable of $37 million, inventory of
impact in this region. Rapid expansion of industrial $25 million, goodwill of $107 million and other comprehen
business, especially in China with quick service restaurant sive income of $187 million since November 30, 2008.
customers, contributed to a 14.3% favorable volume and Operating Cash Flow – When 2009 is compared to
product mix in this region. 2008, most of the increase in operating cash flow was
Operating income excluding restructuring activities driven by more effective management of working capital
increased in dollar terms, but declined slightly in terms of items, such as inventory and receivables, and a higher
margin. Pricing actions increased net sales and operating level of cash generated from improved net income.
income dollars. While we were able to offset commodity Also, payments for income taxes were less in 2009
cost increases with pricing actions, this reduced our as compared to those made in the prior year. These
margin percentage. This was mostly offset by cost increases were partially offset by $52.2 million in
savings resulting from our restructuring activities. contributions made to our major U.S. pension plan in
2009. We did not make any contribution to our major U.S.
pension plan in 2008 as the plan was overfunded as of
November 30, 2007. When 2008 is compared to 2007,

most of the increase in operating cash flow was due to There were no shares repurchased during 2009. The
a higher level of collections on receivables and a higher amount of share repurchases in 2008 was less than prior
level of cash generated from improved net income. In years due to the funding required for the Lawry’s and
2007 we made a $22 million contribution to our major Billy Bee acquisitions. As of November 30, 2009, $39
U.S. pension plan versus no contribution in 2008. million remained under the $400 million share repurchase
Investing Cash Flow – The changes in cash used in program approved by the Board of Directors in June
investing activities from 2007 to 2009 were primarily due 2005. The Common Stock issued in 2009, 2008 and 2007
to fluctuations in cash used for acquisition of businesses relates to our stock compensation plans.
in 2007 and 2008 with no acquisitions in 2009. We Our dividend history over the past three years is as
purchased Lawry’s and Billy Bee in 2008 and Thai Kitchen follows:
in Europe in 2007. Also, included in 2008 were 2009 2008 2007
$14.0 million in net proceeds from the sale of our Total dividends paid $125.4 $113.5 $103.6
Season-All business and $18.1 million in proceeds from Dividends paid per share .96 .88 .80
Percentage increase per share 9.1% 10.0% 11.1%
the disposal of various assets as a part of our restructuring
plan. Capital expenditures were $82.4 million in 2009,
$85.8 million in 2008 and $78.5 million in 2007. We In November 2009, the Board of Directors approved a
expect 2010 capital expenditures to be in line with deprecia- 8.3% increase in the quarterly dividend from $0.24 to
tion and amortization expense. $0.26 per share. During the past five years, dividends per
Financing Cash Flow – In 2009, we decreased our share have risen at a compound annual rate of 10.2%.
total borrowings by $252.2 million. This compares
2009 2008 2007
to increases in total borrowings of $509.1 million in
2008 and $65.5 million in 2007. In 2009, we repaid Debt-to-total-capital ratio 42.6% 54.0% 40.0%
$50.4 million of long term debt as it became due and
reduced short term borrowings by $201.8 million. The decrease in our debt-to-total-capital ratio in 2009
In 2008, our increase in total borrowings, along with (total capital includes debt and shareholders’ equity)
internally generated cash flow, were used to fund was the result of a significant decrease in our total debt,
$693.3 million for the purchases of the Lawry’s and coupled with an increase in shareholders’ equity. Our
Billy Bee businesses. In September 2008, we issued total debt decreased $248 million in 2009 as we are
$250 million of 5.25% notes due 2013, with net cash using excess cash flow to reduce the debt related to the
proceeds received of $248.0 million. The net proceeds Lawry’s acquisition. Total shareholders’ equity increased
from this offering were used to pay down commercial $279 million, including a net increase of $61 million in
paper which was issued for the purchase of the Lawry’s Accumulated Other Comprehensive Income due to
business. In December 2007, we issued $250 million of foreign currency and pension valuation effects.
5.75% medium-term notes which are due in 2017. The Most of our cash is denominated in foreign currencies.
net proceeds of $248.3 million were used to repay $150 We manage our worldwide cash requirements by
million of debt maturing in 2008 with the remainder used considering available funds among the many subsidiaries
to repay short-term debt. through which we conduct our business and the cost
The following table outlines the activity in our share effectiveness with which those funds can be accessed.
repurchase programs: The permanent repatriation of cash balances from certain
2009 2008 2007 of our subsidiaries could have adverse tax consequences;
Number of shares of however, those balances are generally available without
common stock – .3 4.3 legal restrictions to fund ordinary business operations,
Dollar amount – $11.0 $157.0 capital projects and any possible future acquisitions.
At year-end, we temporarily use cash from our foreign
subsidiaries to pay down short-term debt. During the
year, the level of our short-term debt varies, and it is
lower at the end of the year. The average short-term

borrowings outstanding for the years ended November 30, total committed capacity of $650 million, of which $50
2009 and 2008 were $503.9 million and $367.9 million, million expired as of December 31, 2009, $100 million
respectively. The total average debt outstanding for the expires in July 2010 and $500 million expires in 2012.
years ended November 30, 2009 and 2008 was We generally use these facilities to support our issuance
$1,390.0 million and $1,125.2 million, respectively. of commercial paper and as of November 30, 2009 we
During 2008, we entered into three separate forward had used $100 million of these facilities for that purpose.
treasury lock agreements totaling $100 million to If the commercial paper market is not available or viable
manage the interest rate risk associated with the we could borrow directly under our revolving credit
issuance of $250 million of fixed rate medium-term facilities. The facilities are made available by syndicates
notes in September 2008. We also issued $250 million of banks, with various commitments per bank. If any
of fixed rate medium-term notes in December 2007 of the banks in these syndicates are unable to perform
with an associated $150 million of forward treasury lock on their commitments, our liquidity could be impacted,
agreements to manage the interest rate risk. See notes which could reduce our ability to grow through funding
6 and 7 of the financial statements for further details of of seasonal working capital. In addition to our committed
these transactions. revolving credit facilities, we have uncommitted credit
Credit and Capital Markets – Credit market conditions facilities for $109 million as of November 30, 2009. We
were volatile during 2008 and 2009 but have recently engage in regular communication with all of the banks
improved. The following summarizes the more significant participating in our revolving credit facilities. During these
impacts on our business: communications none of the banks has indicated that
CREDIT FACILITIES – Cash flows from operating they may be unable to perform on their commitments. In
activities are our primary source of liquidity for funding addition, we periodically review our banking and financing
growth, dividends, and capital expenditures. In the past, relationships, considering the stability of the institutions
we have also used this cash to make share repurchases, and other aspects of the relationships. Based on these
however we are currently using operating cash flow communications and our monitoring activities, we believe
to pay down debt incurred in the Lawry’s acquisition our banks will perform on their commitments. See also
before we consider resumption of our share repurchase note 6 of the financial statements for more details on our
program. We also rely on our revolving credit facilities, or financing arrangements. We believe that our internally
borrowings backed by these facilities, to fund seasonal generated funds and the existing sources of liquidity
working capital needs and other general corporate under our credit facilities are sufficient to fund ongoing
requirements. Our major revolving credit facilities have operations.
2009 CASH UTILIZATION

(in millions of dollars)
SOURCES OF CASH USES OF CASH

500
Proceeds from stock option exercises $36 Capital expenditures, net $82
Dividends $125
Operating activities $416

Net repayments, short-term debt $202
Net repayments, long-term debt $50

PENSION ASSETS – We hold investments in equity IMPAIRMENT cHARGE

and debt securities in both our qualified defined benefit In 2008, we recorded a non-cash impairment charge of
pension plans and through a rabbi trust for our nonquali- $29.0 million to reduce the value of our Silvo brand name
fied defined benefit pension plan. Cash payments to in The Netherlands. Changing market conditions led to
pension plans, including unfunded plans, were $72.3 a reduction in retail distribution, which affected financial
million in 2009, $19.2 million in 2008 and $41.6 million results and the brand value for the Silvo business. See
in 2007. It is expected that the 2010 total pension plan note 4 of the financial statements for further details.
contributions will be approximately $45 million. Future
increases or decreases in pension liabilities and required Restructuring Activities
cash contributions are highly dependent on changes
As part of our plan to improve margins, we announced
in interest rates and the actual return on plan assets.
in September 2005 significant actions to improve the
We base our investment of plan assets, in part, on the
effectiveness of our supply chain and reduce costs.
duration of each plan’s liabilities. Across all plans, approxi-
This restructuring plan was approved by the Board of
mately 62% of assets are invested in equities, 30% in
Directors in November 2005. As part of this plan, we
fixed income investments and 8% in other investments.
consolidated our global manufacturing, rationalized our
See also note 9 of the financial statements which details
distribution facilities, improved our go-to-market strategy,
more on our pension funding.
eliminated administrative redundancies and rationalized
CUSTOMERS AND COUNTERPARTIES - See the
our joint venture partnerships. As of November 30, 2009
subsequent section of this MD&A under Market Risk
this restructuring program was completed.
Sensitivity – Credit Risk.
The restructuring plan reduced complexity and
increased the organizational focus on growth opportuni-
Acquisitions
ties in both the consumer and industrial businesses. We
Acquisitions of new brands are part of our strategy to realized $61 million of annual cost savings by the end of
increase sales and profits and to improve margins. 2009. This has improved margins, increased earnings per
In 2008, we purchased the assets of the Lawry’s share and offset higher costs. We invested a portion of
business for $603.5 million in cash, the assumption of these savings in sales growth drivers such as marketing
certain liabilities relating to the purchased assets and support for our brands. These savings are reflected in
transaction costs of $11.5 million. Lawry’s manufactures both cost of goods sold and selling, general and adminis-
and sells a variety of marinades and seasoning blends trative expenses in the income statement.
under the well-known “Lawry’s” brand in North America. In 2009, we recorded restructuring charges of $16.2
During 2009, we completed the final valuation of assets million. These charges were for the closure of our manu-
for Lawry’s. facturing plant in The Netherlands and the reduction of
Also in 2008, we purchased Billy Bee for $76.4 million administrative personnel in Europe.
in cash. Billy Bee markets and sells under the “Billy Bee” In 2008, we recorded restructuring charges of $16.6
brand in North America. During 2009, we completed the million. These charges were primarily associated with the
final valuation of assets for Billy Bee. reduction of administrative personnel in Europe, the U.S.
These businesses have been successfully integrated and Canada and the consolidation of production facilities
into our existing business platform and are now in Europe and the reorganization of distribution networks
considered part of the many product lines that we in the U.S. and U.K.
market. In 2007, we recorded restructuring charges of $34.0
See note 2 of the financial statements for further million. These charges were related to the closure of
details of these acquisitions. manufacturing facilities in Salinas, California and Hunt
Valley, Maryland, the consolidation of production facilities
in Europe and the reduction of administrative personnel
in the U.S. and Europe.
See note 11 of the financial statements for further
details of these restructuring charges.

PERFORMANCE GRAPH – SHAREHOLDER RETURN MARKET RISK Sensitivity
Set forth below is a line graph comparing the yearly We utilize derivative financial instruments to enhance
change in McCormick’s cumulative total shareholder our ability to manage risk, including foreign exchange
return (stock price appreciation plus reinvestment of and interest rate exposures, which exist as part of
dividends) on McCormick’s Non-Voting Common Stock our ongoing business operations. We do not enter
with (1) the cumulative total return of the Standard & into contracts for trading purposes, nor are we a party
Poor’s 500 Stock Price Index, assuming reinvestment to any leveraged derivative instrument. The use of
of dividends, and (2) the cumulative total return of the derivative financial instruments is monitored through
Standard & Poor’s Packaged Foods & Meats Index, regular communication with senior management and
assuming reinvestment of dividends. the utilization of written guidelines. The information
presented below should be read in conjunction with
notes 6 and 7 of the financial statements.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among McCormick, the S&P 500 Stock Price Index and
Foreign Exchange Risk – We are exposed to fluctua-
the S&P Packaged Foods & Meats Index tions in foreign currency in the following main areas: cash
flows related to raw material purchases; the translation
$200
of foreign currency earnings to U.S. dollars; the value of
$180
foreign currency investments in subsidiaries and uncon-
$160 solidated affiliates and cash flows related to repatriation
$140 of these investments. Primary exposures include the
$120 British pound sterling versus the Euro, and the U.S.
$100 dollar versus the Euro, British pound sterling, Canadian
$80 dollar, Australian dollar, Mexican peso, Chinese renminbi,
McCormick Swiss franc and Thai baht. We routinely enter into foreign
$60
S&P 500 currency exchange contracts to manage certain of these
$40
S&P Packaged Foods & Meats foreign currency risks.
$20
During 2009, the foreign currency translation
$0
component in other comprehensive income was
11/04 11/05 11/06 11/07 11/08 11/09
principally related to the impact of exchange rate fluctua-
The graph assumes that $100 was invested on November 30, 2004 in tions on our net investments in France, the U.K., Canada
McCormick Non-Voting Common Stock, the Standard & Poor’s 500 Stock and Australia. We did not hedge our net investments in
Price Index and the Standard & Poor’s Packaged Foods & Meats Index, subsidiaries and unconsolidated affiliates.
and that all dividends were reinvested through November 30, 2009.
The following table summarizes the foreign currency
exchange contracts held at November 30, 2009. All
contracts are valued in U.S. dollars using year-end
2009 exchange rates and have been designated as
hedges of foreign currency transactional exposures,
firm commitments or anticipated transactions, all with a
maturity period of less than one year.

Foreign Currency Exchange Contracts at November 30, 2009

Average
contractual
Currency Notional exchange rate Fair
Currency sold received value (currency received/currency sold) value
Euro US dollar $15.4 $1.43 $ (.7)

British pound sterling US dollar 12.4 1.65 .1
Canadian dollar US dollar 23.5 .90 (1.2)
US dollar Thai baht 4.7 33.4 –
US dollar Euro 79.6 .67 .1
British pound sterling Euro 19.2 1.18 1.3
We have a number of smaller contracts with an aggregate notional value of $4.9 million to purchase or sell various other currencies, such as the Australian
dollar and the Singapore dollar as of November 30, 2009. The aggregate fair value of these contracts was $(0.4) million at November 30, 2009.
At November 30, 2008, we had foreign currency exchange contracts for the Euro, British pound sterling, Canadian dollar, Australian dollar and Thai baht
with a notional value of $64.9 million, all of which matured in 2009. The aggregate fair value of these contracts was $7.1 million at November 30, 2008.
Contracts with durations which are less than 7 days and used for short-term cash flow funding are not included in the notes or table above.
Interest Rate Risk – Our policy is to manage interest the amortization of any discounts or fees, by fiscal year
rate risk by entering into both fixed and variable rate of maturity at November 30, 2009 and 2008. For foreign
debt arrangements. We also use interest rate swaps to currency-denominated debt, the information is presented
minimize worldwide financing costs and to achieve a in U.S. dollar equivalents. Variable interest rates are
desired mix of fixed and variable rate debt. The table that based on the weighted-average rates of the portfolio at
follows provides principal cash flows and related interest the end of the year presented.
rates, excluding the effect of interest rate swaps and
Year of Maturity at November 30, 2009
2010 2011 2012 2013 Thereafter Total Fair value
Debt
Fixed rate $ .4 $100.0 – $250.0 $505.0 $855.4 $933.0
Average interest rate 0.00% 5.80% 5.25% 5.77%
Variable rate $115.7 .2 .3 1.3 $ 4.8 $122.3 $122.3
Average interest rate 0.49% 9.58% 9.58% 9.58% 9.58%
Year of Maturity at November 30, 2008
2009 2010 2011 2012 Thereafter Total Fair value
Debt
Fixed rate $ 50.4 $ .4 $100.0 – $755.0 $905.8 $889.5
Average interest rate 3.32% 0.00% 5.80% 5.60%
Variable rate $303.3 $14.0 – – $ 5.0 $322.3 $322.3
Average interest rate 2.09% 2.96% 14.52%
The table above displays the debt by the terms of the original debt instrument without consideration of fair value, interest rate swaps and any loan discounts or
origination fees. Interest rate swaps have the following effects. The fixed interest rate on $100 million of the 5.20% medium-term note due in 2015 is effectively
converted to a variable rate by interest rate swaps through 2015. Net interest payments are based on 3 month LIBOR minus 0.05% during this period. We
issued $250 million of 5.75% medium-term notes due in 2017 in December 2007. Forward treasury lock agreements of $150 million were settled upon the
issuance of these medium-term notes and effectively fixed the interest rate on the full $250 million of notes at a weighted-average fixed rate of 6.25%. We
issued $250 million of 5.25% medium-term notes due in 2013 in September 2008. Forward treasury lock agreements of $100 million were settled upon the
issuance of these medium-term notes and effectively fixed the interest rate on the full $250 million of notes at a weighted-average fixed rate of 5.54%.

Commodity Risk – We purchase certain raw materials in alternative channels including mass merchandisers,
which are subject to price volatility caused by weather, dollar stores, warehouse clubs and discount chains.
market conditions, growing and harvesting conditions, This has caused some customers to be less profitable
governmental actions and other factors beyond our control. and increased our exposure to credit risk. Some of our
Our most significant raw materials are dairy products, customers and counterparties are highly leveraged.
pepper, wheat, onion, capsicums (red peppers and We continue to closely monitor the credit worthiness
paprika), soybean oil and garlic. While future movements of our customers and counterparties. We feel that the
of raw material costs are uncertain, we respond to this allowance for doubtful accounts properly recognizes
volatility in a number of ways, including strategic raw trade receivables at realizable value. We consider nonper-
material purchases, purchases of raw material for future formance credit risk for other financial instruments to be
delivery and customer price adjustments. We have not insignificant.
used derivatives to manage the volatility related to this risk.
Credit Risk – The customers of our consumer business Contractual Obligations and
are predominantly food retailers and food wholesalers. Commercial Commitments
Consolidations in these industries have created larger The following table reflects a summary of our contractual
customers, some of which are highly leveraged. In obligations and commercial commitments as of
addition, competition has increased with the growth November 30, 2009:
Contractual Cash Obligations Due by Year
Less More
than 1 1-3 3-5 than 5
Total year years years years
Short-term borrowings $ 101.2 $101.2 – – –

Long-term debt 876.5 14.9 $100.5 $252.6 $508.5
Operating leases 76.5 21.1 28.4 16.0 11.0
Interest payments 307.0 46.0 86.0 67.0 108.0
Raw material purchase obligations (a) 237.8 237.8 – – –
Other purchase obligations (b) 18.8 18.3 .4 .1 –
Total contractual cash obligations $1,617.8 $439.3 $215.3 $335.7 $627.5

(a) Raw material purchase obligations outstanding as of year-end may not be indicative of outstanding obligations throughout the year due to our response
to varying raw material cycles.
(b) Other purchase obligations primarily consist of advertising media commitments.
In 2010, our pension and postretirement contributions are expected to be approximately $45 million. Pension and postretirement funding can vary
significantly each year due to changes in legislation and our significant assumptions. As a result, we have not presented pension and postretirement funding in
the table above.
Commercial Commitments Expiration by Year
Less More
than 1 1-3 3-5 than 5
Total year years years years
Guarantees $ 1.8 $ 1.8 – – –

Standby and trade letters of credit 30.0 30.0 – – –
Lines of credit 758.5 258.5 $500.0 – –
Total commercial commitments $790.3 $290.3 $500.0 – –

Off-Balance Sheet Arrangements Goodwill and Intangible Asset Valuation

We had no off-balance sheet arrangements as of We review the carrying value of goodwill and non-amor-
November 30, 2009 and 2008. tizable intangible assets and conduct tests of impairment
on an annual basis as described below. We also test for
Recently Issued Accounting Pronouncements impairment if events or circumstances indicate that it
New accounting pronouncements are issued periodically is more likely than not that the fair value of a reporting
that affect our current and future operations. See note 1 unit is below its carrying amount and test non-amortizing
of the financial statements for further details of these intangible assets for impairment if events or changes in
impacts. circumstances indicate that the asset might be impaired.
Determining the fair value of a reporting unit or an
Critical Accounting Estimates indefinite-lived purchased intangible asset is judgmental
and Assumptions in nature and involves the use of significant estimates
and assumptions. These estimates and assumptions
In preparing the financial statements, we are required to
include revenue growth rates and operating margins used
make estimates and assumptions that have an impact
to calculate projected future cash flows, risk-adjusted
on the assets, liabilities, revenue and expense amounts
discount rates, assumed royalty rates, future economic
reported. These estimates can also affect supplemental
and market conditions and determination of appropriate
information disclosed by us, including information about
market comparables. We base our fair value estimates
contingencies, risk and financial condition. We believe,
on assumptions we believe to be reasonable but that are
given current facts and circumstances, our estimates
inherently uncertain. Actual future results may differ from
and assumptions are reasonable, adhere to U.S. GAAP
those estimates.
and are consistently applied. Inherent in the nature of
an estimate or assumption is the fact that actual results
Goodwill Impairment
may differ from estimates, and estimates may vary as
Our reporting units are the same as our business
new facts and circumstances arise. In preparing the
segments. We calculate fair value of a reporting unit by
financial statements, we make routine estimates and
using a discounted cash flow model. Our discounted
judgments in determining the net realizable value of
cash flow model calculates fair value by present valuing
accounts receivable, inventory, fixed assets and prepaid
future expected cash flows of our reporting units using
allowances. We believe our most critical accounting
our internal cost of capital as the discount rate. We then
estimates and assumptions are in the following areas:
compare this fair value to the carrying amount of the
Customer Contracts reporting unit, including intangible assets and goodwill.
In several of our major geographic markets, the If the carrying amount of the reporting unit exceeds
consumer business sells our products by entering into the calculated fair value, then we would determine the
annual or multi-year customer contracts. These contracts implied fair value of the reporting unit’s goodwill. An
include provisions for items such as sales discounts, impairment charge would be recognized to the extent
marketing allowances and performance incentives. These the carrying amount of goodwill exceeds the implied
items are expensed based on certain estimated criteria fair value. As of November 30, 2009, we had
such as sales volume of indirect customers, customers $1,479.7 million of goodwill recorded in our balance
reaching anticipated volume thresholds and marketing sheet ($1,334.5 million in the consumer segment and
spending. We routinely review these criteria and make
adjustments as facts and circumstances change.

$145.2 million in the industrial segment). Our testing time which will result in changes to the original estimate.
indicates that the current fair values of our reporting units Income tax expense for 2009 includes $2.4 million of
are significantly in excess of carrying values and accordingly adjustments from the reconciliation of prior year tax
we believe that only significant changes in the cash flow estimates to actual tax filings. We are subject to tax
assumptions would result in an impairment of goodwill. audits in each of the jurisdictions, which could result in
changes to the taxes previously estimated. The amount
Non-Amortizable Intangible Asset Impairment
of these changes could vary by jurisdiction and are
Our non-amortizable intangible assets consist of brand
recorded when they are probable and estimable.
names and trademarks. We calculate fair value by using a
Management has recorded valuation allowances to
discounted cash flow model or relief-from-royalty method
reduce our deferred tax assets to the amount that is
and then compare that to the carrying amount of the
more likely than not to be realized. In doing so,
non-amortizable intangible asset. As of November 30,
management has considered future taxable income and
2009, we had $202.4 million of brand name assets and
tax planning strategies in assessing the need for a
trademarks recorded in our balance sheet and none of
valuation allowance.
the balances exceed their estimated fair values. We
intend to continue to support our brand names. Below is Pension and Postretirement Benefits
a table which outlines the book value of our major brand Pension and other postretirement plans’ costs require
names and trademarks as of November 30, 2009: the use of assumptions for discount rates, investment

returns, projected salary increases, mortality rates and
Zatarain’s $106.4 health care cost trend rates. The actuarial assumptions
Lawry’s 48.0 used in our pension and postretirement benefit reporting
Simply Asia /Thai Kitchen 18.4 are reviewed annually and compared with external
Other 29.6
benchmarks to ensure that they appropriately account
Total $202.4 for our future pension and postretirement benefit
obligations. While we believe that the assumptions used
The majority of products marketed under our brand are appropriate, differences between assumed and
name intangible assets which have a value on the actual experience may affect our operating results. A 1%
balance sheet are sold in the United States. change in the actuarial assumption for the discount rate
In accordance with accounting guidance, we performed would impact 2010 pension and postretirement benefit
the required impairment tests of goodwill and non- expense by approximately $11 million and $13 million
amortizable intangible assets and recorded an impairment for a 1% increase and a 1% decrease, respectively. A
charge of $29.0 million for the Silvo brand name in 2008. 1% change in the expected return on plan assets would
See note 4 of the financial statements for more details. impact 2010 pension expense by approximately $6 million
for a 1% increase and 1% decrease. In addition, see the
Income Taxes
preceding sections of MD&A and note 9 of the financial
We estimate income taxes and file tax returns in each statements for a discussion of these assumptions and
of the taxing jurisdictions in which we operate and are the effects on the financial statements.
required to file a tax return. At the end of each year, an
estimate for income taxes is recorded in the financial Stock-Based Compensation
statements. Tax returns are generally filed in the third We estimate the fair value of our stock-based compensa-
or fourth quarter of the subsequent year. A reconcilia tion using fair value pricing models which require the use
tion of the estimate to the final tax return is done at that of significant assumptions for expected volatility of stock,
life of options, dividend yield and risk-free interest rate.
The significant assumptions used are disclosed in note 10
of the financial statements.

Forward-Looking Information
Certain statements contained in this report are “forward-

looking statements” within the meaning of Section 21E
of the Securities Exchange Act of 1934, including those
related to: the expected results of operations of
businesses acquired by us, the expected impact of the
prices of raw materials on our results of operations and
gross margins, the expected margin improvements,
expected trends in net sales and earnings performance
and other financial measures, annualized savings and
other benefits from our restructuring activities, the
expectations of pension funding, the holding period and
market risks associated with financial instruments, the
impact of foreign exchange fluctuations, the adequacy of
internally generated funds and existing sources of
liquidity, such as the availability of bank financing, our
ability to issue additional debt or equity securities, and
our expectations regarding purchasing shares of our
common stock under the existing authorizations.
Forward-looking statements are based on manage-
ment’s current views and assumptions and involve risks
and uncertainties that could significantly affect expected
results. Results may be materially affected by external
factors such as: damage to our reputation or brand name,
business interruptions due to natural disasters or similar
unexpected events, actions of competitors, customer
relationships and financial condition, the ability to achieve
expected cost savings and margin improvements, the
successful acquisition and integration of new businesses,
fluctuations in the cost and availability of raw and
packaging materials, and global economic conditions
generally which would include the availability of financing,
interest and inflation rates as well as foreign currency
fluctuations and other risks described in our Form 10-K
for the fiscal year ended November 30, 2009.
Actual results could differ materially from those
projected in the forward-looking statements. We
undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new
information, future events or otherwise.

FINANCIAL INFORMATION
38 Report of Management
38 Reports of Independent Registered Public Accounting Firm
40 Consolidated Financial Statements
40 Consolidated Income Statement

41 Consolidated Balance Sheet
42 Consolidated Cash Flow Statement
43 Consolidated Statement of Shareholders’ Equity
44 Notes to Consolidated Financial Statements
44 Note 1 Summary of Significant Accounting Policies

47 Note 2 Acquisitions
48 Note 3 Goodwill and Intangible Assets
48 Note 4 Impairment Charge
48 Note 5 Investments in Affiliates
48 Note 6 Financing Arrangements
49 Note 7 Financial Instruments
52 Note 8 Fair Value Measurements
52 Note 9 Employee Benefit and Retirement Plans
56 Note 10 Stock-based Compensation
57 Note 11 Restructuring Activities
59 Note 12 Income Taxes
60 Note 13 Earnings per Share
60 Note 14 Capital Stock
61 Note 15 Commitments and Contingencies
61 Note 16 Business Segments and Geographic Areas
63 Note 17 Supplemental Financial Statement Data
63 Note 18 Selected Quarterly Data (Unaudited)
64 Historical Financial Summary
65 Investor Information

REPORT OF MANAGEMENT REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We are responsible for the preparation and integrity of Internal Control Over Financial Reporting
the consolidated financial statements appearing in our The Board of Directors and Shareholders of
Annual Report. The consolidated financial statements McCormick & Company, Incorporated
were prepared in conformity with United States generally
accepted accounting principles and include amounts We have audited McCormick & Company, Incorporated’s
based on our estimates and judgments. All other financial internal control over financial reporting as of November 30,
information in this report has been presented on a basis 2009, based on criteria established in Internal Control
consistent with the information included in the financial – Integrated Framework issued by the Committee of
statements. Sponsoring Organizations of the Treadway Commission (the
We are also responsible for establishing and maintaining COSO criteria). McCormick & Company, Incorporated’s
adequate internal control over financial reporting. We management is responsible for maintaining effective
maintain a system of internal control that is designed to internal control over financial reporting, and for its
provide reasonable assurance as to the fair and reliable assessment of the effectiveness of internal control over
preparation and presentation of the consolidated financial financial reporting included in the accompanying Report of
statements, as well as to safeguard assets from unauthor- Management. Our responsibility is to express an opinion on
ized use or disposition. the Company’s internal control over financial reporting
Our control environment is the foundation for our based on our audit.
system of internal control over financial reporting and is We conducted our audit in accordance with the
embodied in our Business Ethics Policy. It sets the tone of standards of the Public Company Accounting Oversight
our organization and includes factors such as integrity and Board (United States). Those standards require that we
ethical values. Our internal control over financial reporting plan and perform the audit to obtain reasonable assurance
is supported by formal policies and procedures which are about whether effective internal control over financial
reviewed, modified and improved as changes occur in reporting was maintained in all material respects. Our audit
business conditions and operations. included obtaining an understanding of internal control
The Audit Committee of the Board of Directors, which is over financial reporting, assessing the risk that a material
composed solely of independent directors, meets periodi- weakness exists, testing and evaluating the design and
cally with members of management, the internal auditors operating effectiveness of internal control based on the
and the independent auditors to review and discuss assessed risk, and performing such other procedures as
internal control over financial reporting and accounting we considered necessary in the circumstances. We believe
and financial reporting matters. The independent auditors that our audit provides a reasonable basis for our opinion.
and internal auditors report to the Audit Committee A company’s internal control over financial reporting
and accordingly have full and free access to the Audit is a process designed to provide reasonable assurance
Committee at any time. regarding the reliability of financial reporting and the
We conducted an evaluation of the effectiveness of preparation of financial statements for external purposes in
our internal control over financial reporting based on the accordance with generally accepted accounting principles.
framework in Internal Control – Integrated Framework A company’s internal control over financial reporting
issued by the Committee of Sponsoring Organizations of includes those policies and procedures that (1) pertain
the Treadway Commission. This evaluation included review to the maintenance of records that, in reasonable detail,
of the documentation of controls, evaluation of the design accurately and fairly reflect the transactions and disposi-
effectiveness of controls, testing of the operating effec- tions of the assets of the company; (2) provide reasonable
tiveness of controls and a conclusion on this evaluation. assurance that transactions are recorded as necessary to
Although there are inherent limitations in the effectiveness permit preparation of financial statements in accordance
of any system of internal control over financial reporting, with generally accepted accounting principles, and that
based on our evaluation, we have concluded with receipts and expenditures of the company are being made
reasonable assurance that our internal control over financial only in accordance with authorizations of management
reporting was effective as of November 30, 2009. and directors of the company; and (3) provide reasonable
Our internal control over financial reporting as of assurance regarding prevention or timely detection of unau-
November 30, 2009 has been audited by Ernst & Young LLP. thorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over
Alan D. Wilson Chairman, President & Chief Executive Officer financial reporting may not prevent or detect misstate-
ments. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may
Gordon M. Stetz Executive Vice President & Chief Financial Officer
Kenneth A. Kelly, Jr. Senior Vice President & Controller, Chief Accounting Officer

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
become inadequate because of changes in conditions, Consolidated Financial Statements

or that the degree of compliance with the policies or The Board of Directors and Shareholders of
procedures may deteriorate. McCormick & Company, Incorporated
In our opinion, McCormick & Company, Incorporated
maintained, in all material respects, effective internal We have audited the accompanying consolidated balance
control over financial reporting as of November 30, 2009 sheets of McCormick & Company, Incorporated as of
based on the COSO criteria. November 30, 2009 and 2008, and the related consolidated
We also have audited, in accordance with the standards income statements, statements of shareholders’ equity,
of the Public Company Accounting Oversight Board (United and cash flow statements for each of the three years in the
States), the consolidated balance sheets of McCormick & period ended November 30, 2009. These financial
Company, Incorporated as of November 30, 2009 and 2008 statements are the responsibility of the Company’s
and the related consolidated income statements, management. Our responsibility is to express an opinion on
statements of shareholders’ equity and cash flow these financial statements based on our audits.
statements for each of the three years in the period ended We conducted our audits in accordance with the
November 30, 2009, and our report dated January 28, 2010 standards of the Public Company Accounting Oversight
expressed an unqualified opinion thereon. Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
Baltimore, Maryland financial statements. An audit also includes assessing the
January 28, 2010 accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of McCormick & Company, Incorporated
at November 30, 2009 and 2008, and the consolidated
results of their operations and their cash flows for each of
the three years in the period ended November 30, 2009, in
conformity with U.S. generally accepted accounting
principles.
As discussed in note 12 of the notes to consolidated
financial statements, the Company changed its method of
accounting for uncertainty in income taxes on December 1,
2007.
As discussed in note 9 of the notes to consolidated
financial statements, the Company changed its method of
accounting for defined benefit post retirement plans on
November 30, 2007 and effective December 1, 2008
changed the measurement date for pension and postretire-
ment plan assets and liabilities to coincide with its year end.
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board (United
States), McCormick & Company, Incorporated’s internal
control over financial reporting as of November 30, 2009,
based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Orga-
nizations of the Treadway Commission and our report dated
January 28, 2010 expressed an unqualified opinion thereon.
Baltimore, Maryland
January 28, 2010

CONSOLIDATED INCOME STATEMENT
for the year ended November 30 (millions except per share data) 2009 2008 2007
Net sales $3,192.1 $3,176.6 $2,916.2

Cost of goods sold 1,864.9 1,888.4 1,724.4
Gross profit 1,327.2 1,288.2 1,191.8

Selling, general and administrative expense 846.6 870.6 806.9
Impairment charge – 29.0 –
Restructuring charges 13.7 12.1 30.7
Operating income 466.9 376.5 354.2

Interest expense 52.8 56.7 60.6
Other income, net 2.4 18.0 8.8
Income from consolidated operations before income taxes 416.5 337.8 302.4
Income taxes 133.0 100.6 92.2
Net income from consolidated operations 283.5 237.2 210.2

Loss on sale of unconsolidated operations – – (.8)
Income from unconsolidated operations 16.3 18.6 20.7
Net income $ 299.8 $ 255.8 $ 230.1
Earnings per share – basic $2.29 $1.98 $1.78

Earnings per share – diluted $2.27 $1.94 $1.73
See Notes to Consolidated Financial Statements, pages 44-63.

CONSOLIDATED BALANCE SHEET
at November 30 (millions) 2009 2008
Assets
Cash and cash equivalents $ 39.5 $ 38.9
Trade accounts receivable, less allowances of $4.5 for 2009 and $4.6 for 2008 365.3 380.7
Inventories 445.9 439.0
Prepaid expenses and other current assets 119.8 109.7
Total current assets 970.5 968.3
Property, plant and equipment, net 489.8 461.1
Goodwill 1,479.7 1,230.2
Intangible assets, net 237.3 374.8
Prepaid allowances 26.6 32.9
Investments and other assets 183.9 153.0
Total assets $3,387.8 $3,220.3
Liabilities
Short-term borrowings $ 101.2 $ 303.1
Current portion of long-term debt 14.9 50.9
Trade accounts payable 283.6 266.1
Other accrued liabilities 418.5 414.0
Total current liabilities 818.2 1,034.1
Long-term debt 875.0 885.2
Other long-term liabilities 360.0 245.7
Total liabilities 2,053.2 2,165.0
Shareholders’ equity
Common stock, no par value; authorized 320.0 shares; issued and
outstanding: 2009 – 12.3 shares, 2008 – 12.3 shares 235.1 223.1
Common stock non-voting, no par value; authorized 320.0 shares;
issued and outstanding: 2009 – 119.5 shares, 2008 – 117.8 shares 398.9 358.7
Retained earnings 591.5 425.4
Accumulated other comprehensive income 109.1 48.1
Total shareholders’ equity 1,334.6 1,055.3
Total liabilities and shareholders’ equity $3,387.8 $3,220.3

CONSOLIDATED CASH FLOW STATEMENT
for the year ended November 30 (millions) 2009 2008 2007
Operating activities
Net income $299.8 $255.8 $230.1
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 94.3 85.6 82.6
Stock-based compensation 12.7 18.2 21.4
Loss (gain) on sale of assets .3 (22.9) .5
Impairment charge -- 29.0 –
Loss on sale of unconsolidated operations -- -- .8
Deferred income taxes 24.0 (8.8) (12.0)
Income from unconsolidated operations (16.3) (18.6) (20.7)
Changes in operating assets and liabilities:
Trade accounts receivable 45.8 (7.7) (36.9)
Inventories 17.7 (27.4) (7.9)
Trade accounts payable 4.8 42.6 8.9
Other assets and liabilities (78.2) (44.6) (61.8)
Dividends received from unconsolidated affiliates 10.9 13.4 19.5
Net cash provided by operating activities 415.8 314.6 224.5
Investing activities
Acquisitions of businesses -- (693.3) (15.9)
Capital expenditures (82.4) (85.8) (78.5)
Proceeds from sale of business -- 14.0 –
Proceeds from sale of property, plant and equipment .6 18.1 1.6
Net cash used in investing activities (81.8) (747.0) (92.8)
Financing activities
Short-term borrowings, net (201.8) 156.5 66.0
Long-term debt borrowings -- 503.0 –
Long-term debt repayments (50.4) (150.4) (.5)
Proceeds from exercised stock options 35.8 48.8 43.0
Common stock acquired by purchase -- (11.0) (157.0)
Dividends paid (125.4) (113.5) (103.6)
Net cash (used in) provided by financing activities (341.8) 433.4 (152.1)
Effect of exchange rate changes on cash and cash equivalents 8.4 (8.0) 17.3
Increase (decrease) in cash and cash equivalents .6 (7.0) (3.1)
Cash and cash equivalents at beginning of year 38.9 45.9 49.0
Cash and cash equivalents at end of year $ 39.5 $ 38.9 $ 45.9

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Common Accumulated
Common Stock Common Other Total
Stock Non-Voting Stock Retained Comprehensive Shareholders’
(millions) Shares Shares Amount Earnings Income Equity
Balance, November 30, 2006 13.2 116.9 $444.3 $348.7 $140.3 $ 933.3
Comprehensive income:
Net income 230.1 230.1
Currency translation adjustments 123.2 123.2
Change in derivative financial instruments,
net of tax of $4.9 (8.5) (8.5)
Minimum pension liability adjustment,
net of tax of $30.3 54.6 54.6
Comprehensive income 399.4
Dividends (105.6) (105.6)
Adjustment for new pension accounting
net of tax of $27.2 (49.3) (49.3)
Stock-based compensation 21.4 21.4
Shares purchased and retired (.6) (3.9) (18.7) (149.4) (168.1)
Shares issued, including tax benefit of $9.4 1.5 .7 54.0 54.0
Equal exchange (1.3) 1.3 –
Balance, November 30, 2007 12.8 115.0 $501.0 $323.8 $260.3 $1,085.1
Currency translation adjustments (240.4) (240.4)
net of tax of $4.9 10.0 10.0
Unrealized components of pension plans,
net of tax of $7.4 18.2 18.2
Dividends (116.7) (116.7)
Adjustment for new tax accounting (12.8) (12.8)
Shares purchased and retired (.7) (.2) (10.9) (24.7) (35.6)
Balance, November 30, 2008 12.3 117.8 $581.8 $425.4 $ 48.1 $1,055.3
Currency translation adjustments 187.0 187.0
net of tax of $1.8 (4.6) (4.6)
Unrealized components of pension plans,
net of tax of $55.8 (121.4) (121.4)
Dividends (128.5) (128.5)
Adjustment for new pension accounting (1.5) (1.5)
Shares retired (.1) – (3.1) (3.7) (6.8)
Balance, November 30, 2009 12.3 119.5 $634.0 $591.5 $109.1 $1,334.6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES payroll-related costs for employees who work directly on
the software development project and (3) interest costs
Consolidation
while developing the software. Capitalization of these
The financial statements include the accounts of our costs stops when the project is substantially complete and
majority-owned or controlled subsidiaries and affiliates. ready for use. Software is amortized using the straight-line
Intercompany transactions have been eliminated. Invest method over a range of 3 to 8 years, but not exceeding the
ments in unconsolidated affiliates, over which we exercise expected life of the product. We capitalized $20.1 million
significant influence, but not control, are accounted for by of software during the year ended November 30, 2009,
the equity method. Accordingly, our share of net income or $12.1 million during the year ended November 30, 2008
loss of unconsolidated affiliates is included in net income. and $19.9 million during the year ended November 30, 2007.
Use of Estimates Goodwill and Other Intangible Assets
Preparation of financial statements that follow account- We review the carrying value of goodwill and non-amortiz-
ing principles generally accepted in the U.S. requires us to able intangible assets and conduct tests of impairment on
make estimates and assumptions that affect the amounts an annual basis as described below. We also test goodwill
reported in the financial statements and notes. Actual for impairment if events or circumstances indicate that
amounts could differ from these estimates. it is more likely than not that the fair value of a reporting
Cash and Cash Equivalents unit is below its carrying amount and test non-amortizing
intangible assets for impairment if events or changes in
All highly liquid investments purchased with an original
circumstances indicate that the asset might be impaired.
maturity of three months or less are classified as cash
Separable intangible assets that have finite useful lives are
equivalents.
amortized over those lives.
Inventories Determining the fair value of a reporting unit or an
Inventories are stated at the lower of cost or market. Cost indefinite-lived purchased intangible asset is judgmental
is determined using standard or average costs which in nature and involves the use of significant estimates and
approximate the first-in, first-out costing method. assumptions. These estimates and assumptions include
revenue growth rates and operating margins used to
Property, Plant and Equipment
calculate projected future cash flows, risk-adjusted discount
Property, plant and equipment is stated at historical rates, assumed royalty rates, future economic and market
cost and depreciated over its estimated useful life using conditions and determination of appropriate market com-
the straight-line method for financial reporting and both parables. We base our fair value estimates on assumptions
accelerated and straight-line methods for tax reporting. we believe to be reasonable but that are unpredictable and
The estimated useful lives range from 20 to 40 years for inherently uncertain. Actual future results may differ from
buildings and 3 to 12 years for machinery, equipment and these estimates.
computer software. Repairs and maintenance costs are
Goodwill Impairment
expensed as incurred.
Our reporting units used to assess potential goodwill
Capitalized Software Development Costs impairment are the same as our business segments. We
We capitalize costs of software developed or obtained calculate fair value of a reporting unit by using a discounted
for internal use. Capitalized software development costs cash flow model and then compare that to the carrying
include only (1) direct costs paid to others for materials and amount of the reporting unit, including intangible assets
services to develop or buy the software, (2) payroll and and goodwill. If the carrying amount of the reporting unit
exceeds the calculated fair value, then we would determine
the implied fair value of the reporting unit’s goodwill. An

impairment charge would be recognized to the extent the coupons, are offered through various programs to cus-
carrying amount of goodwill exceeds the implied fair value. tomers and consumers. Revenue is recorded net of trade
allowances.
Non-Amortizable Intangible Asset Impairment
Trade accounts receivable are amounts billed and
Our non-amortizable intangible assets consist of brand
currently due from customers. We have an allowance for
names and trademarks. We calculate fair value by using a
doubtful accounts to reduce our receivables to their net
discounted cash flow model or relief-from-royalty method
realizable value. We estimate the allowance for doubtful
and then compare that to the carrying amount of the non-
accounts based on our history of collections and the aging
amortizable intangible asset. If the carrying amount of the
of our receivables.
non-amortizable intangible asset exceeds its fair value, an
impairment charge would be recorded to the extent the Shipping and Handling
recorded non-amortizable intangible asset exceeds the Shipping and handling costs on our products sold to cus-
fair value. tomers are included in selling, general and administrative
See note 4 for a discussion of the Silvo brand name impair- expense in the income statement. Shipping and handling
ment charge recorded in 2008. expense was $73.2 million, $84.0 million and $81.9 million
Prepaid Allowances for 2009, 2008 and 2007, respectively.
Prepaid allowances arise when we prepay sales Research and Development

discounts and marketing allowances to certain cus Research and development costs are expensed as incurred
tomers on multi-year sales contracts. These costs and are included in selling, general and administrative
are capitalized and amortized against net sales. The expense in the income statement. Research and develop-
majority of our contracts are for a specific committed ment expense was $48.9 million, $51.0 million and $49.3
customer sales volume while others are for a specific million for 2009, 2008 and 2007, respectively.
time duration. Prepaid allowances on volume based
contracts are amortized based on the actual volume of Marketing Support
customer purchases, while prepaid allowances on Total marketing support costs, which are included in selling,
time-based contracts are amortized on a straight-line general and administrative expense in the income state-
basis over the life of the contract. The amounts ment, were $146.5 million, $127.0 million and $112.3
reported in the balance sheet are stated at the lower of million for 2009, 2008 and 2007, respectively. Marketing
unamortized cost or our estimate of the net realizable support costs include advertising, promotions and custom-
value of these allowances. er trade funds used for cooperative advertising. Promotion
costs include consumer promotions, point of sale materi-
Revenue Recognition
als and sampling programs. Advertising costs include the
We recognize revenue when we have an agreement with development and production of ads and the communication
the customer, the product has been delivered to the cus- of ads through print, television, radio and the Internet and
tomer, the sales price is fixed and collectibility is reasonably in-store advertising expenses. These ads are expensed in
assured. We reduce revenue for estimated product returns, the period in which they first run. Advertising expense was
allowances and price discounts based on historical experi- $63.8 million, $57.4 million and $54.7 million for 2009, 2008
ence and contractual terms. and 2007, respectively.
Trade allowances, consisting primarily of customer
pricing allowances, merchandising funds and consumer Recently Issued Accounting Pronouncements
In May 2009, the Financial Accounting Standards Board
(FASB) issued guidance regarding subsequent events
(events or transactions occurring after the balance sheet

date but before issuance of our financial statements). pension and postretirement plans in the year in which the
This new accounting pronouncement was effective for changes occur (reported in comprehensive income) and
our third quarter of 2009, and we have evaluated subse- (c) measure our pension and postretirement assets and
quent events through January 28, 2010, the date these liabilities at November 30 versus our previous measure-
financial statements were issued. ment date of September 30. We complied with the require-
In December 2008, the FASB issued guidance on provid- ment to record the funded status and provided additional
ing disclosures about plan assets of an employer’s defined disclosures with our financial statements for our year
benefit pension plan. This will be effective for our year end- ended November 30, 2007. Effective with our first quarter
ing November 30, 2010. of 2009 financial statements, we complied with the portion
In March 2008, the FASB issued a standard to improve of the standard to eliminate the difference between our
financial reporting by requiring disclosures about the loca- plans’ measurement date and our November 30 fiscal year-
tion and amounts of derivative instruments in an entity’s end. The standard provides two approaches to transition to
financial statements; how derivative instruments and a fiscal year-end measurement date, both of which are to
related hedged items are accounted for under current stan- be applied prospectively. We elected to apply the transition
dards; and how derivative instruments and related hedged option under which a 14-month measurement period (from
items affect its financial position, financial performance and September 30, 2008 through November 30, 2009) was
cash flows. We began making these new disclosures in the used to determine our 2009 fiscal year pension expense.
first quarter of 2009 (see note 7 for further details). Because of the 14-month measurement period, we
In December 2007, the FASB issued a standard that out- recorded a $2.3 million ($1.5 million, net of tax) decrease
lines the accounting and reporting for ownership interest in to retained earnings with a corresponding increase to other
a subsidiary held by parties other than the parent company long-term liabilities effective December 1, 2008.
(generally referred to as minority interests). This new In September 2006, the FASB issued a standard that
accounting pronouncement is effective for our first quarter defines fair value and provides guidance for measuring fair
of 2010 and we do not expect any material impact on our value and the necessary disclosures. This standard does
financial statements from adoption. not require any new fair value measurements but rather
In December 2007, the FASB issued a standard on applies to all other accounting pronouncements that require
business combinations. This standard establishes principles or permit fair value measurements. In line with the require-
and requirements for how an acquirer recognizes and ments, we adopted this standard for financial assets and
measures the identifiable assets acquired, the liabilities liabilities in the first quarter of 2008 and we adopted it for
assumed, any minority interest in the acquiree and the non-financial assets and liabilities in the first quarter of 2009
goodwill acquired. This standard also establishes disclosure (see note 8 for further details). Additional pronouncements
requirements which will enable users to evaluate the have been issued by the FASB providing guidance and
nature and financial effects of the business combination. It clarification on measuring fair value. There were no material
is effective for our acquisitions made after November 30, effects upon adoption of this new accounting pronounce-
2009, and its implementation may have a material impact ment on our financial statements.
on our financial statements for businesses we acquire On December 1, 2007, we adopted the FASB guidance
post-adoption. on accounting for uncertainty in income taxes. This guid-
In September 2006, the FASB issued a standard that ance sets a threshold for financial statement recognition
requires us to (a) record an asset or a liability on our balance and measurement of a tax position taken or expected to be
sheet for our pension plans’ overfunded or underfunded taken in a tax return. For each tax position, we must deter-
status (b) record any changes in the funded status of our mine whether it is more likely than not that the position
will be sustained on audit based on the technical merits of
the position, including resolution of any related appeals or
litigation. A tax position that meets the more likely than not
recognition threshold is then measured to determine the
amount of benefit to recognize in the financial statements.
See note 12 for further details.

Reclassifications dominately use discounted cash flow models and reflects
Other receivables of $34.0 million have been reclassified a $135.5 million transfer from brands and other intangible
from Trade accounts receivable to Prepaid expenses and assets to goodwill from the preliminary valuation recorded
other current assets on our November 30, 2008 consolidat- in July 2008. The resulting change to amortization expense
ed balance sheet to conform to the current year presenta- was not material. The value for brands and other intan-
tion. The effect of this reclassification is not material to our gible assets consists of $14.4 million which is amortizable
financial statements. and $48.0 million which is non-amortizable. The weighted
average amortization period for the amortizable intangible
assets is 23.8 years. For tax purposes, goodwill resulting
2. Acquisitions
from the acquisition is deductible.
Acquisitions of new brands are part of our strategy to im-
In these financial statements we have not included pro-
prove margins and increase sales and profits.
forma historical information, as if the results of Lawry’s had
In July 2008, we completed the purchase of the assets
been included from the beginning of the periods presented,
of the Lawry’s business. Lawry’s manufactures and sells a
since the use of forward-looking information would be
variety of marinades and seasoning blends under the well-
necessary in order to meaningfully present the effects of
known “Lawry’s” brand in North America. The acquisition
the acquisition. Forward-looking information, rather than
included the rights to the brands as well as related inven-
historical information, would be required as Lawry’s was
tory and a small number of dedicated production lines. It
operated as a part of a larger business within Unilever N.V.,
did not include any manufacturing facilities or employees.
and the expense structure and level of brand support would
The distribution of Lawry’s sales was approximately 90% to
have been different under our ownership. Net sales for the
our consumer segment and 10% to our industrial segment.
years ended November 30, 2009 and November 30, 2008
The purchase price was $603.5 million in cash, the
from this acquisition were $98.7 million and $40.6 million,
assumption of certain liabilities relating to the purchased
respectively.
assets and transaction costs of $11.5 million. We used
In February 2008, we purchased Billy Bee Honey Prod-
cash on hand and borrowings under our commercial paper
ucts Ltd. (Billy Bee) for $76.4 million in cash, a business
program to initially fund the purchase price. In September
which operates in North America and is primarily included
2008 we issued $250 million in medium-term debt ($248
in our consumer segment from the date of acquisition. Billy
million in net proceeds) to repay a portion of our outstand-
Bee markets and sells under the “Billy Bee” brand. The
ing commercial paper issued to fund the Lawry’s acquisi-
annual sales of this business were approximately $35.0 mil-
tion (see note 6). The transaction underwent a regulatory
lion at the time of acquisition and include branded, private
review and the Federal Trade Commission issued its final
label and industrial products.
order. In compliance with that order, we sold our Season-All
During 2009, we completed the final valuation of assets
business to Morton International, Inc. in July 2008. With
for Billy Bee which resulted in $5.7 million being allocated
annual sales of approximately $18 million, the Season-All
to tangible net assets, $12.0 million allocated to other intan-
business was sold for $15 million in cash (with net cash
gibles assets and $58.7 million allocated to goodwill. This
proceeds of $14 million). This resulted in a pre-tax gain of
valuation was not significantly different than the preliminary
$12.9 million which was recorded as part of Other income
valuation recorded in February 2008. The value for brands
in our income statement for 2008.
and other intangible assets consists of $4.1 million which is
During 2009, we completed the final valuation of assets
amortizable and $7.9 million which is non-amortizable.
for Lawry’s which resulted in $9.4 million being allocated
In July 2007, we purchased Thai Kitchen SA for
to tangible net assets, $62.4 million allocated to other
$12.8 million in cash, a business which operates the Thai
intangibles assets and $543.2 million allocated to goodwill.
Kitchen brand in Europe. This acquisition complements our
The final valuation utilized valuation methods that pre-
U.S. purchase of Simply Asia Foods in 2006. The annual
sales at the time of the acquisition were approximately
$7 million.

3. Goodwill and intangible assets (millions) 2009 2008 2007
The following table displays intangible assets as of Novem- Net sales $ 480.6 $ 483.8 $ 415.7
ber 30, 2009 and 2008: Gross profit 163.8 167.0 168.6
Net income 34.6 36.7 44.2
2009 2008
Gross Gross Current assets $ 190.7 $ 178.7 $ 170.3
carrying Accumulated carrying Accumulated Noncurrent assets 54.1 54.1 54.0
(millions) amount amortization amount amortization Current liabilities 96.3 105.3 101.4
Noncurrent liabilities 9.6 9.3 9.9
Amortizable intangible assets $ 49.3 $14.4 $ 111.1 $11.6
Non-amortizable intangible
assets: Our share of undistributed earnings of unconsolidated
Goodwill 1,479.7 – 1,230.2 – affiliates was $59.3 million at November 30, 2009. Royalty
Brand names 192.4 – 268.1 –
income from unconsolidated affiliates was $12.8 million,
Trademarks 10.0 – 7.2 –
$13.3 million and $11.4 million for 2009, 2008 and 2007,
1,682.1 – 1,505.5 –
respectively.
Total goodwill and intangible Our principal investment in unconsolidated affiliates is a
assets $1,731.4 $14.4 $1,616.6 $11.6
50% interest in McCormick de Mexico, S.A. de C.V.
Intangible asset amortization expense was $1.3 million,
$5.9 million and $3.2 million for 2009, 2008 and 2007, respec- 6. Financing Arrangements
tively. At November 30, 2009, amortizable intangible assets Our outstanding debt is as follows:
had an average remaining life of approximately 15 years. (millions) 2009 2008
The changes in the carrying amount of goodwill by seg-
Short-term borrowings
ment for the years ended November 30, 2009 and 2008 are Commercial paper $100.0 $252.0
as follows: Other 1.2 51.1
2009 2008 $101.2 $303.1
(millions) Consumer Industrial Consumer Industrial
Weighted-average interest rate
Beginning of year $1,110.0 $120.2 $ 822.5 $ 57.0 of short-term borrowings at year-end .4% 2.1%
Purchase price allocation 122.5 19.9 – –
Goodwill acquired – – 384.8 78.8 Long-term debt
3.35% medium-term notes repaid 2009 – $ 50.0
Foreign currency fluctuations 102.0 5.1 (97.3) (15.6)
5.80% medium-term notes due 2011 $100.0 100.0
End of year $1,334.5 $145.2 $1,110.0 $120.2 5.25% medium-term notes due 2013 (1) 250.0 250.0
5.20% medium-term notes due 2015 (2) 200.0 200.0
5.75% medium-term notes due 2017 (3) 250.0 250.0
7.63% - 8.12% medium-term notes due 2024 55.0 55.0
4. IMPAIRMENT CHARGE
Other 21.6 20.0
During our annual impairment testing in the fourth quarter Unamortized discounts and fair value adjustments 13.3 11.1
of 2008, we calculated the fair value of the Silvo brand in 889.9 936.1
The Netherlands using the relief-from-royalty method and Less current portion 14.9 50.9
determined that it was lower than its carrying value. Con- $875.0 $885.2
sequently, we recorded a non-cash impairment charge of
(1) Interest rate swaps, settled upon the issuance of the medium-term notes,
$29.0 million in our consumer business segment. effectively fixed the interest rate on the $250 million notes at a weighted
average fixed rate of 5.54%.
(2) The fixed interest rate on $100 million of the 5.20% medium-term notes due in
5. Investments IN AFFILIATES 2015 is effectively converted to a variable rate by interest rate swaps through
2015. Net interest payments are based on 3 month LIBOR minus 0.05%
Summarized annual and year-end information from the during this period (our effective rate as of November 30, 2009 was 0.25%).
financial statements of unconsolidated affiliates represent- (3) Interest rate swaps, settled upon the issuance of the medium-term notes,
effectively fixed the interest rate on the $250 million notes at a weighted
ing 100% of the businesses follows: average fixed rate of 6.25%.

Maturities of long-term debt during the years subsequent index. The index’s lower limit is 1% and is capped at 2.5%.
to November 30, 2010 are as follows (in millions): These two facilities support our commercial paper program
2011 – $ 100.2 and have $650 million of capacity at November 30, 2009,
2012 – $.3 of which $100 million was used to support issued com-
2013 – $251.3 mercial paper. In addition to these two lines, we have
2014 – $1.3 several uncommitted lines which have a total unused
Thereafter – $508.5 capacity at November 30, 2009 of $109 million. These lines
In September 2008, we issued $250 million of 5.25% by their nature can be withdrawn based on the lenders’
notes due 2013, with net cash proceeds received of discretion. Committed credit facilities require a fee and
$248.0 million. Interest is payable semiannually in arrears annual commitment fees at November 30, 2009 and 2008
in March and September of each year. Of these notes, were $0.4 million and $0.3 million, respectively.
$100 million were subject to an interest rate hedge as Rental expense under operating leases was $26.8
further discussed in note 7. The net proceeds from this million in 2009, $27.5 million in 2008 and $27.0 million in
offering were used to pay down commercial paper which 2007. Future annual fixed rental payments for the years
was issued for the purchase of the Lawry’s business (see ending November 30 are as follows (in millions):
note 2). 2010 – $21.1
In December 2007, we issued $250 million of 5.75% 2011 – $16.6
medium-term notes which are due in 2017, with net cash 2012 – $11.8
proceeds received of $248.3 million. These notes were 2013 – $ 8.6
also subject to an interest rate hedge as further discussed 2014 – $ 7.4
in note 7. The net proceeds were used to repay $150 Thereafter – $11.0
million of debt which matured in 2008 with the remainder At November 30, 2009, we had guarantees outstanding of
used to repay short-term debt. $1.8 million with terms of one year or less. At November 30,
We have available credit facilities with domestic and 2009 and 2008, we had outstanding letters of credit of
foreign banks for various purposes. Some of these lines $30.0 million and $25.3 million, respectively. These letters
are committed lines and others are uncommitted lines and of credit typically act as a guarantee of payment to certain
could be withdrawn at various times. We have two major third parties in accordance with specified terms and
committed lines. In July 2007, we entered into a $500 conditions. The unused portion of our letter of credit facility
million, five-year revolving credit agreement with various was $3.5 million at November 30, 2009.
banks for general business purposes. Our current pricing
under this credit agreement, on a fully drawn basis, is 7. Financial Instruments
LIBOR plus 0.25%. Our second major facility is for $150
We use derivative financial instruments to enhance our
million as of November 30, 2009, but will be reduced to
ability to manage risk, including foreign currency and
$100 million on December 31, 2009. This revolving credit
interest rate exposures, which exists as part of our ongoing
facility is also with a syndicate of banks and expires in
business operations. We do not enter into contracts for
July 2010. Our current pricing under this facility, on a
trading purposes, nor are we a party to any leveraged
fully drawn basis, is based on LIBOR plus a credit default
derivative instrument and all derivatives are designated as
hedges. The use of derivative financial instruments is
monitored through regular communication with senior
management and the use of written guidelines.

Foreign Currency rate on the $250 million notes at a weighted average fixed
We are potentially exposed to foreign currency fluctua- rate of 5.54%. The loss on these agreements was deferred
tions affecting net investments, transactions and earnings in other comprehensive income and is being amortized over
denominated in foreign currencies. We selectively hedge the five-year life of the medium-term notes as a component
the potential effect of these foreign currency fluctuations of interest expense. Hedge ineffectiveness of these agree-
by entering into foreign currency exchange contracts with ments was not material.
highly-rated financial institutions. In August 2007, we entered into $150 million of forward
Contracts which are designated as hedges of anticipated treasury lock agreements to manage the interest rate risk
purchases denominated in a foreign currency (generally associated with the forecasted issuance of $250 million of
purchases of raw materials in U.S. dollars by operating units fixed rate medium-term notes issued in December 2007.
outside the U.S.) are considered cash flow hedges. The We cash settled these treasury lock agreements for a loss
gains and losses on these contracts are deferred in other of $10.5 million simultaneous with the issuance of the
comprehensive income until the hedged item is recognized medium-term notes and effectively fixed the interest rate
in cost of goods sold, at which time the net amount deferred on the $250 million notes at a weighted-average fixed rate
in other comprehensive income is also recognized in cost of of 6.25%. We had designated these forward treasury lock
goods sold. Gains and losses from hedges of assets, liabili- agreements as cash flow hedges. The loss on these agree-
ties or firm commitments are recognized through income, ments was deferred in other comprehensive income and is
offsetting the change in fair value of the hedged item. being amortized over the 10-year life of the medium-term
At November 30, 2009, we had foreign currency ex- notes as a component of interest expense. Hedge ineffec-
change contracts maturing within one year to purchase tiveness of these agreements was not material.
or sell $307.8 million of foreign currencies versus $64.9 In March 2006, we entered into interest rate swap
million at November 30, 2008. All of these contracts were contracts for a total notional amount of $100 million to
designated as hedges of anticipated purchases denomi- receive interest at 5.20% and pay a variable rate of interest
nated in a foreign currency to be completed within one based on three-month LIBOR minus .05%. We designated
year or hedges of foreign currency denominated assets or these swaps, which expire in December 2015, as fair value
liabilities. Hedge ineffectiveness was not material. hedges of the changes in fair value of $100 million of the
$200 million 5.20% medium-term notes due 2015 that we
Interest Rates issued in December 2005. Any unrealized gain or loss on
We finance a portion of our operations with both fixed these swaps will be offset by a corresponding increase or
and variable rate debt instruments, primarily commercial decrease in value of the hedged debt. No hedge ineffec-
paper, notes and bank loans. We utilize interest rate swap tiveness is recognized as the interest rate swaps qualify for
agreements to minimize worldwide financing costs and to “shortcut” treatment as defined under U.S. GAAP.
achieve a desired mix of variable and fixed rate debt.
We entered into three separate forward treasury lock
agreements totaling $100 million in July and August of
2008. These forward treasury lock agreements were ex-
ecuted to manage the interest rate risk associated with the
forecasted issuance of $250 million of fixed rate medium-
term notes issued in September 2008. We cash settled
these treasury lock agreements, which were designated as
cash flow hedges, for a loss of $1.5 million simultaneous with
the issuance of the notes and effectively fixed the interest

The following table discloses the derivative instruments on our balance sheet as of November 30, 2009, which are all
recorded at fair value:
(millions) Asset Derivatives Liability Derivatives
Derivatives Balance sheet location Notional amount Fair value Balance sheet location Notional amount Fair value
Interest rate contracts Other current assets $100.0 $17.0
Foreign exchange forward

contracts Other current assets 36.3 1.4 Other accrued liabilities $271.5 $3.5

Total $136.3 $18.4 $271.5 $3.5

The following tables disclose the impact of derivative in- Fair Value of Financial Instruments
struments on other comprehensive income (OCI), accumu- The carrying amount and fair value of financial instruments
lated other comprehensive income (AOCI) and our income at November 30, 2009 and 2008 were as follows:
statement for the year ended November 30, 2009: 2009 2008
Carrying Fair Carrying Fair
(millions) amount value amount value
Fair value hedges (millions)
Long-term investments $ 54.5 $ 54.5 $ 40.3 $ 40.3
Income statement
Long-term debt 889.9 954.1 936.1 908.6
Derivative location Income (expense)
Derivatives related to:
Interest rate contracts Interest expense $4.1 Interest rates 17.0 17.0 15.6 15.6
Foreign currency assets 1.4 1.4 7.4 7.4
Foreign currency liabilities 3.5 3.5 .3 .3
Cash flow hedges (millions)
Because of their short-term nature, the amounts reported
Gain (loss) Gain (loss)
recognized Income statement reclassified in the balance sheet for cash and cash equivalents, receiv-
Derivative in OCI location from AOCI ables, short-term borrowings and trade accounts payable
Terminated interest Interest approximate fair value.
rate contracts – expense $(1.4) Investments in affiliates are not readily marketable, and
Foreign exchange Cost of it is not practicable to estimate their fair value. Long-term
contracts $(3.0) goods sold 5.3 investments are comprised of fixed income and equity
Total $(3.0) $3.9 securities held on behalf of employees in certain employee
benefit plans and are stated at fair value on the balance
The amount of gain or loss recognized in income on the sheet. The cost of these investments was $55.6 million and
ineffective portion of derivative instruments is not material. $51.7 million at November 30, 2009 and 2008, respectively.
As of November 30, 2009, the maximum time frame for
Concentrations of Credit Risk
our foreign exchange contracts was 12 months. The net
amount of other comprehensive income expected to be We are potentially exposed to concentrations of credit risk
reclassified into income in the next 12 months was $2.1 with trade accounts receivable, prepaid allowances and
million as a decrease to earnings. financial instruments. Because we have a large and diverse
customer base with no single customer accounting for a
significant percentage of trade accounts receivable and
prepaid allowances, there was no material concentration of

credit risk in these accounts at November 30, 2009. Current Our population of assets and liabilities subject to fair
credit markets are highly volatile and some of our custom- value measurements on a recurring basis at November 30,
ers and counterparties are highly leveraged. We continue 2009 are as follows:
to closely monitor the credit worthiness of our customers Fair value measurements
using fair value
and counterparties. We feel that the allowance for doubtful hierarchy
accounts properly recognized trade receivables at realizable (millions) Fair value Level 1 Level 2 Level 3
value. We consider nonperformance credit risk for other
Assets
financial instruments to be insignificant.
Cash and cash equivalents $ 39.5 $39.5 – –
Long-term investments 54.5 13.6 $ 40.9 –
8. FAIR VALUE MEASUREMENTS Interest rate derivatives 17.0 – 17.0 –
Foreign currency derivatives 1.4 – 1.4 –
Fair value can be measured using valuation techniques,
Total $112.4 $53.1 $ 59.3 –
such as the market approach (comparable market prices),
the income approach (present value of future income or Liabilities
cash flow), and the cost approach (cost to replace the ser- Long-term debt $954.1 – $954.1 –
vice capacity of an asset or replacement cost). Accounting Foreign currency derivatives 3.5 – 3.5 –
standards utilize a fair value hierarchy that prioritizes the Total $957.6 – $957.6 –
inputs to valuation techniques used to measure fair value
into three broad levels. The following is a brief description The fair values of long-term investments are based on
of those three levels: quoted market prices from various stock and bond
n Level 1: Observable inputs such as quoted prices exchanges. The long-term debt fair values are based on
(unadjusted) in active markets for identical assets or quotes for like instruments with similar credit ratings and
liabilities. terms. The fair values for interest rate and foreign currency
derivatives are based on quotations from various banks for
n Level 2: Inputs other than quoted prices that are similar instruments using models with market based inputs.
observable for the asset or liability, either directly or
indirectly. These include quoted prices for similar assets
9. EMPLOYEE BENEFIT and Retirement PLANs
or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are We sponsor defined benefit pension plans in the U.S. and
not active. certain foreign locations. In addition, we sponsor 401(k)
retirement plans in the U.S. and contribute to government-
n Level 3: Unobservable inputs that reflect the reporting
sponsored retirement plans in locations outside the U.S.
entity’s own assumptions.
We also currently provide postretirement medical and life
insurance benefits to certain U.S. employees.
We adopted new accounting for pension plans in 2008
and 2009 (see note 1 for further details).
Included in accumulated other comprehensive income
at November 30, 2009 was $265.0 million ($177.6 million
net of tax) related to net unrecognized actuarial losses and
unrecognized prior service credit that have not yet been
recognized in net periodic pension or postretirement benefit

cost. We expect to recognize $9.1 million ($6.2 million net The benefit obligation, fair value of plan assets and a
of tax) of actuarial losses, net of prior service credit in net reconciliation of the pension plans’ funded status as of the
periodic pension and postretirement benefit expense measurement date follows:
during 2010. United States International
(millions) 2009 2008 2009 2008
Defined Benefit Pension Plans
Change in benefit obligation:
The significant assumptions used to determine benefit
Benefit obligation at
obligations are as follows: beginning of year $342.6 $391.6 $146.4 $217.8
United States International Adjustments due to new
2009 2008 2009 2008 measurement date:
Service and interest cost 6.1 – 2.3 –
Discount rate – funded plan 6.3% 8.3% 5.9% 7.1% Benefit payments, employee
Discount rate – unfunded plan 6.0% 8.4% – – contributions and expenses (3.4) – – –
Salary scale 3.8% 4.0% 3.0- 3.8% 3.5-4.7% Service cost 8.4 10.6 4.7 5.0
Expected return on plan assets 8.3% 8.3% 7.2% 7.1% Interest costs 27.9 26.1 10.3 9.9
Employee contributions – – 1.8 1.7
The expected long-term rate of return on assets assump- Plan changes and other – – .3 3.9
Actuarial loss (gain) 116.8 (65.9) 27.1 (36.8)
tion is based on weighted-average expected returns for
Benefits paid (19.9) (19.8) (7.1) (5.7)
each asset class. Expected returns reflect a combination of Expenses paid – -- (1.8) (.9)
historical performance analysis and forward-looking views Foreign currency impact – -- 19.3 (48.5)
of the financial markets, and include input from actuaries, Benefit obligation at
investment service firms and investment managers. end of year $ 478.5 $342.6 $203.3 $146.4
Our pension expense was as follows: Change in fair value of

plan assets:
United States International Fair value of plan assets at
(millions) 2009 2008 2007 2009 2008 2007
beginning of year $281.3 $359.0 $138.6 $183.6
Service cost $ 8.4 $ 10.6 $ 11.8 $ 4.7 $ 5.0 $ 7.8 Adjustments due to new
Interest costs 27.9 26.1 24.5 10.3 9.9 11.3 measurement date:
Expected return on Service and interest cost 4.3 – 1.8 –
plan assets (28.0) (26.4) (24.7) (11.7) (10.5) (10.8) Benefit payments, employee
Amortization of prior contributions and expenses (3.3) – (1.4) –
service costs – – .1 .3 .3 .1 Actual return on plan assets 16.1 (61.5) 12.4 (16.0)
Curtailment loss – – – (.2) – – Employer contributions 57.0 3.6 15.3 15.6
Recognized net Employee contributions – – 1.6 1.7
actuarial loss 1.0 4.8 10.0 – 1.5 3.3 Benefits paid (19.9) (19.8) (6.4) (5.7)
Special termination Expenses paid – – (.9) (.9)
benefits – – – .2 .1 .1 Net transfers in – – – 1.3
Foreign currency impact – – 17.1 (41.0)
$ 9.3 $ 15.1 $ 21.7 $ 3.6 $ 6.3 $ 11.8
Fair value of plan assets at
end of year $ 335.5 $281.3 $178.1 $138.6
Funded status $(143.0) $ (61.3) $ (25.2) $ (7.8)
Employer contributions – – – 2.4
Net amount recognized $(143.0) $ (61.3) $ (25.2) $ (5.4)
Pension plans in which

accumulated benefit obligation
exceeded plan assets
Accumulated benefit obligation $ 425.4 $ 40.4 $140.3 $ 17.2
Fair value of plan assets 335.5 – 119.3 11.9
Included in the United States in the preceding table is a

benefit obligation of $57.9 million and $41.8 million for 2009

and 2008, respectively, related to a nonqualified defined The average actual and target allocations of the interna-
benefit plan pursuant to which we will pay supplemental tional pension plans’ assets as of November 30, 2009 and
pension benefits to certain key employees upon retirement September 30, 2008, by asset category, were as follows:
based upon employees’ years of service and compensation.
The accrued liability related to this plan was $54.6 million Asset Category 2009 2008 Target
and $40.4 million as of November 30, 2009 and 2008, Equity securities 55.4% 52.5% 56%
respectively. The assets related to this plan are held in a Debt securities 41.5% 46.1% 44%
Other 3.1% 1.4% –
rabbi trust and accordingly have not been included in the
preceding table. These assets were $40.9 million and $30.2 Total 100.0% 100.0% 100%
million as of November 30, 2009 and 2008, respectively.

The investment objectives of the pension benefit plans
Amounts recorded in the balance sheet consist of the
are to secure the benefit obligations to participants at a
following:
reasonable cost to us. The goal is to optimize the long-term
United States International
(millions) 2009 2008 2009 2008 return on plan assets at a moderate level of risk, by balancing
higher-returning assets such as equity securities, with less
Prepaid pension cost – – $ 3.4 $ 4.0
Accrued pension liability $(143.0) $(61.3) (28.6) (9.4)
volatile assets, such as fixed income securities. The assets
Deferred income taxes 75.2 27.4 10.6 8.6 are managed by professional investment firms and perfor-
Accumulated other mance is evaluated quarterly against specific benchmarks.
comprehensive income 125.8 46.1 47.2 17.6
Equity securities in the U.S. plan included McCormick
stock with a fair value of $15.7 million (0.4 million shares
The accumulated benefit obligation is the present value
and 4.7% of total U.S. pension plan assets) and $13.1
of pension benefits (whether vested or unvested) attributed
million (0.4 million shares and 5.9% of total U.S. pension
to employee service rendered before the measurement
plan assets) at November 30, 2009 and 2008, respectively.
date and based on employee service and compensation
Dividends paid on these shares were $0.4 million in 2009
prior to that date. The accumulated benefit obligation differs
and in 2008.
from the projected benefit obligation in that it includes no
Pension benefit payments in our major plans are made
assumption about future compensation levels. The ac-
from assets of the pension plans. It is anticipated that
cumulated benefit obligation for the U.S. pension plans was
future benefit payments for the U.S. plans for the next 10
$425.4 million and $307.7 million as of November 30, 2009
fiscal years will be as follows:
and 2008, respectively. The accumulated benefit obligation
United States
for the international pension plans was $190.8 million and
(millions) expected payments
$133.7 million as of November 30, 2009 and 2008, respec-
2010 $ 19.3
tively.
2011 20.4
Our actual and target weighted-average asset allocations 2012 21.8
of U.S. pension plan assets as of November 30, 2009 and 2013 24.2
September 30, 2008, by asset category, were as follows: 2014 25.9
2015 -2019 159.5

Asset Category 2009 2008 Target
Equity securities 64.9% 62.1% 70%

Debt securities 24.3% 28.1% 20%
Other 10.8% 9.8% 10%
Total 100.0% 100.0% 100%

It is anticipated that future benefit payments for the inter- Our other postretirement benefit expense follows:
national plans for the next 10 fiscal years will be as follows: (millions) 2009 2008 2007
International
Service cost $ 3.1 $ 3.5 $ 3.5
(millions) expected payments
Interest costs 6.7 6.4 5.7
2010 $ 7.3 Amortization of prior service cost (3.6) (1.3) (1.1)
2011 7.9 Amortization of (gains)/losses (.3) .9 .8
2012 8.3 Settlement/curtailment (.3) – –
2013 8.7
Postretirement benefit expense $ 5.6 $ 9.5 $ 8.9
2014 9.3
2015 - 2019 56.4
Rollforwards of the benefit obligation, fair value of plan
In 2010, we expect to contribute approximately $30 million assets and a reconciliation of the plans’ funded status at
to our U.S. pension plans and approximately $15 million to November 30, the measurement date, follow:
our international pension plans. (millions) 2009 2008
Change in benefit obligation

401(k) Retirement Plans
Benefit obligation at beginning of year $ 82.2 $102.6
For the U.S. McCormick 401(k) Retirement Plan, we match Service cost 3.2 3.5
100% of a participant’s contribution up to the first 3% of Interest costs 6.7 6.4
Employee contributions 3.0 2.9
the participant’s salary, and 50% of the next 2% of the Medicare prescription subsidy .5 .6
participant’s salary. Certain of our smaller U.S. subsidiaries Plan amendments (8.0) (6.4)
sponsor separate 401(k) retirement plans. Our contributions Other plan assumptions 1.0 –
Trend rate assumption change 2.2 –
charged to expense under all 401(k) retirement plans were
Discount rate change 23.2 –
$6.1 million, $5.7 million and $5.7 million in 2009, 2008 and Actuarial (gain) loss (2.2) (17.3)
2007, respectively. Benefits paid (9.6) (10.1)
At the participant’s election, 401(k) retirement plans held Benefit obligation at end of year $ 102.2 $ 82.2
2.8 million shares of McCormick stock, with a fair value of
Change in fair value of plan assets
$100.8 million, at November 30, 2009. Dividends paid on Fair value of plan assets at beginning of year – –
these shares in 2009 were $2.8 million. Employer contributions $ 6.1 $ 6.6
Employee contributions 3.0 2.9
Postretirement Benefits Other Than Pensions Medicare prescription subsidy .5 .6
Benefits paid (9.6) (10.1)
We currently provide postretirement medical and life insur-
Fair value of plan assets at end of year – –
ance benefits to certain U.S. employees who were covered
under the active employees’ plan and retire after age 55 Other postretirement benefit liability $(102.2) $ (82.2)
with at least 5 years of service. Employees hired after
December 31, 2008 are not eligible for a company subsidy. Estimated future benefit payments (net of employee
They are eligible for coverage on an access only basis. The contributions) for the next 10 fiscal years are as follows:
subsidy provided under these plans is based primarily on Retiree Retiree life
(millions) medical insurance Total
age at date of retirement. These benefits are not pre-fund-
ed but paid as incurred. 2010 $ 7.2 $1.1 $ 8.3
2011 7.6 1.1 8.7
2012 7.8 1.2 9.0
2013 8.1 1.2 9.3
2014 8.3 1.3 9.6
2015 - 2019 43.2 6.6 49.8
The assumed discount rate was 5.2% and 8.6% for 2009
and 2008, respectively.

For 2010, the assumed annual rate of increase in the cost A summary of our RSU activity for the years ended
of covered health care benefits is 9.0% (9.0% last year). It November 30 follows:
is assumed to decrease gradually to 5.0% in the year 2017 (shares in thousands) 2009 2008 2007
(5.0% by 2014 last year) and remain at that level thereafter.
Weighted- Weighted- Weighted-
Changing the assumed health care cost trend would have average average average
the following effect: Shares price Shares price Shares price
1- Percentage- 1- Percentage- Beginning

(millions) point increase point decrease of year 370 $36.78 373 $36.47 280 $32.88
Granted 223 $29.89 279 $36.21 257 $38.28
Effect on total of service and interest Vested (237) $36.27 (277) $35.77 (157) $33.08
cost components in 2009 $.4 $(.3) Forfeited (3) $32.67 (5) $37.04 (7) $35.17
Effect on benefit obligation as of
November 30, 2009 .8 (.8) Outstanding –
end of year 353 $32.40 370 $36.78 373 $36.47
10. stock-based compensation

We calculate and record compensation expense on the fair Stock Options
value of grants of various stock-based compensation pro- Stock options are granted with an exercise price equal to
grams over the vesting period of the awards. Awards are the market price of the stock at the date of grant. Substan-
calculated at their fair value at date of grant. The resulting tially all of the options granted vest ratably over a four-year
compensation expense is recorded in the income state- period and are exercisable over a ten-year period. Upon
ment ratably over the shorter of the period until vesting or exercise of the option, shares would be issued from the
the employee’s retirement eligibility date. For employees authorized and unissued shares of the company.
eligible for retirement on the date of grant, compensation The fair value of the options are estimated using a lattice
expense is recorded immediately. option pricing model which uses the assumptions in the
For all grants, the amount of compensation expense to table below. We believe the lattice model provides a better
be recorded is adjusted for an estimated forfeiture rate estimated fair value of our options as it uses a range of
which is based on historical data. possible outcomes over an option term and can be adjusted
Total stock-based compensation expense for 2009, 2008 for changes in certain assumptions over time. Expected
and 2007 was $12.7 million, $18.2 million and $21.4 million, volatilities are based on the historical performance of our
respectively. Total unrecognized stock-based compensation stock. We also use historical data to estimate the timing
expense at November 30, 2009 was $8.7 million and the and amount of option exercises and forfeitures within the
weighted-average period over which this will be recognized valuation model. The expected term of the options is an
is 1.4 years. output of the option pricing model and estimates the period
We have two types of stock-based compensation of time that options are expected to remain unexercised.
awards; restricted stock units (RSUs) and stock options. The risk-free interest rate is based on the U.S. Treasury
Below, we have summarized the key terms and methods yield curve in effect at the time of grant.
of valuation for our stock-based compensation awards. The per share weighted-average fair value for all options
granted was $5.04, $7.20 and $6.83 in 2009, 2008 and
RSUs
2007, respectively. These fair values were computed using
RSUs are valued at the market price of the underlying stock the following range of assumptions for our various stock
on the date of grant. Substantially all of the RSUs vest over compensation plans for the years ended November 30:
a two-year term and are expensed ratably over that period,
2009 2008 2007
subject to the retirement eligibility rules discussed above.
Risk-free interest rates .2 - 2.7% 1.4 - 3.6% 4.5 - 5.1%
Dividend yield 3.2% 2.3% 2.0 -2.1%
Expected volatility 24.9% 18.7 - 24.7% 13.4 - 24.9%
Expected lives 6.2 years 6.1 years 1.9 - 5.3 years

Under our stock option plans, we may issue shares on a 11. restructuring ACTIVITIES
net basis at the request of the option holder. This occurs by In November 2005, the Board of Directors approved a
netting the option cost in shares from the shares exercised. restructuring plan to consolidate our global manufacturing,
A summary of our stock option activity for the years rationalize our distribution facilities, improve our go-to-
ended November 30 follows: market strategy, eliminate administrative redundancies and
(shares in millions) 2009 2008 2007 rationalize our joint venture partnerships. From 2005
Weighted- Weighted- Weighted- through 2009, we have recorded total pre-tax charges of
average average average $128.7 million for this program. Of these charges, we
exercise exercise exercise
Shares price Shares price Shares price
recorded $99.2 million of severance and other personnel
costs and $49.4 million for other exit costs. Asset write-offs
Beginning
were $13.8 million, exclusive of the $33.7 million pre-tax
of year 11.9 $28.33 14.2 $26.38 15.8 $25.31
Granted 1.2 $29.89 .6 $37.58 .8 $38.20 gain on the redemption of our Signature Brands, L.L.C. joint
Exercised (1.7) $20.89 (2.8) $20.50 (2.1) $21.60 venture (Signature) recorded in 2006. The cash related
Forfeited (.2) $35.71 (.1) $34.23 (.3) $35.19
portion of these charges were $91.3 million through
End of year 11.3 $29.45 11.9 $28.33 14.2 $26.38 November 30, 2009, including the $14.4 million cash
Exercisable -- received from the Salinas sale in 2008 and $9.2 million cash
end of year 9.5 $28.97 10.6 $27.23 11.6 $24.30 received on redemption of our Signature investment in
2006. Another $12.2 million is expected to be paid in 2010.
As of November 30, 2009, the intrinsic value (the differ- The actions taken pursuant to the restructuring plan have
ence between the exercise price and the market price) for eliminated approximately 1,300 positions as of November 30,
the options outstanding was $78.0 million and for options 2009. As of November 30, 2009 this restructuring program
exercisable was $70.7 million. The total intrinsic value of all was completed.
options exercised during the years ended November 30, The following is a summary of restructuring activities:
2009, 2008 and 2007 was $21.9 million, $53.3 million and
(millions) 2009 2008 2007
$33.2 million, respectively. A summary of our stock options
Pre-tax restructuring charges
outstanding and exercisable at November 30, 2009 follows:
Other restructuring charges $13.7 $12.1 $30.7
(shares in millions) Options outstanding Options exercisable Recorded in cost of goods sold 2.5 4.5 3.3
Weighted- Weighted- Weighted- Weighted- Reduction in operating income 16.2 16.6 34.0
Range of average average average average
exercise remaining exercise remaining exercise Income tax effect (5.3) (5.1) (10.6)
price Shares life (yrs) price Shares life (yrs) price Loss (gain) on sale of unconsolidated
operations, net of tax – – .8
$ 12.00 - $ 19.00 .9 .9 $16.47 .9 .9 $16.47
$ 19.01 - $ 26.00 2.9 2.6 $21.89 2.9 2.6 $21.89 Reduction in net income $10.9 $11.5 $24.2
$ 26.01 - $ 33.00 4.3 5.6 $30.59 3.0 4.0 $30.83
$ 33.01 - $ 40.00 3.2 5.2 $38.12 2.7 4.5 $38.18 In 2009, we recorded $8.2 million of severance costs,
11.3 4.3 $29.45 9.5 3.4 $28.97 primarily associated with the reduction of administra-
tive personnel in Europe and to the planned closure of a
manufacturing facility in The Netherlands. In addition, we
recorded $2.5 million of other exit costs and $5.5 million
for asset write-downs related to The Netherlands plant
closure. The asset write-downs were for accelerated
depreciation and inventory write-offs.
In 2008, we recorded $13.0 million of severance costs,
primarily associated with the reduction of administrative

personnel in Europe, the U.S. and Canada. In addition, The restructuring charges recorded in the industrial busi-
we recorded $9.1 million of other exit costs related to the ness include severance costs and special early retirement
consolidation of production facilities in Europe and the benefits associated with our voluntary separation program
reorganization of distribution networks in the U.S. and U.K. in several functions in the U.S. and Europe; closures of
These restructuring charges were offset by a $5.5 million manufacturing facilities in Hunt Valley, Maryland, and Pais-
credit related to the disposal of assets. This credit was ley, Scotland (offset by the asset gain) including other exit
primarily the result of a gain on the disposal of our Salinas, and inventory write-off costs and accelerated depreciation
California manufacturing facility, which was consolidated of assets.
with other manufacturing facilities in 2007. During 2009, 2008 and 2007, we spent $9.0 million,
In 2007, we recorded $14.9 million of severance costs, $0.8 million and $42.2 million, respectively, in cash on the
primarily associated with the reduction of administrative restructuring plan.
personnel in the U.S. and Europe. In addition, we recorded The major components of the restructuring charges and
$16.7 million of other exit costs resulting from the closure the remaining accrual balance relating to the restructuring
of manufacturing facilities in Salinas, California and Hunt plan as of November 30, 2007, 2008 and 2009 follow:
Valley, Maryland and the consolidation of production facili Severance
and personnel Asset Other
ties in Europe. The remaining $2.4 million of asset write-
(millions) costs write-downs exit costs Total
downs is comprised of inventory write-offs as a result
Balance at Nov. 30, 2006 $ 20.3 – $ 3.1 $ 23.4
of the closure of the manufacturing facilities in Salinas,
California and Hunt Valley, Maryland and accelerated 2007
Restructuring charges $ 14.9 $ 2.4 $ 16.7 $ 34.0
depreciation of assets, mostly offset by the asset gain
Amounts utilized (28.1) (2.4) (19.4) (49.9)
from the sale of our manufacturing facility in Paisley,
$ 7.1 – $ .4 $ 7.5
Scotland.
The business segment components of the restructuring 2008
Restructuring charges $ 13.0 $ (5.5) $ 9.1 $ 16.6
charges recorded in 2009, 2008 and 2007 are as follows : Amounts utilized (12.3) 5.5 (6.8) (13.6)
(millions) 2009 2008 2007 $ 7.8 – $ 2.7 $ 10.5
Consumer $12.3 $ 9.7 $23.8 2009

Industrial 3.9 6.9 10.2 Restructuring charges $ 8.2 $ 5.5 $ 2.5 $ 16.2
Amounts utilized (5.6) (5.5) (3.4) (14.5)
Total restructuring charges $16.2 $16.6 $34.0
$ 10.4 – $ 1.8 $ 12.2
The restructuring charges recorded in the consumer busi-

ness include severance costs and special early retirement
benefits associated with our voluntary separation program
in several functions in the U.S., Europe and Canada; con-
solidation of certain manufacturing facilities in Europe; the
reorganization of distribution networks in the U.S. and the
U.K.; and closure of manufacturing facilities in Salinas, Cali-
fornia (offset by the asset gain); Sydney, Australia; Kerava,
Finland and The Netherlands.

12. Income Taxes Deferred tax assets and liabilities are comprised of
The provision for income taxes consists of the following: the following:
(millions) 2009 2008 2007 (millions) 2009 2008
Income taxes Deferred tax assets

Current Employee benefit liabilities $131.1 $ 89.1
Federal $ 83.4 $ 85.7 $ 80.6 Other accrued liabilities 25.9 16.6
State 10.9 7.7 9.3 Inventory 9.3 6.4
International 14.7 16.0 14.3 Net operating and capital loss carryforwards 22.9 11.8
Other 12.8 14.0
109.0 109.4 104.2
Valuation allowance (20.5) (7.5)
Deferred 181.5 130.4
Federal 24.5 5.3 (11.8)
State 2.7 .2 (1.4) Deferred tax liabilities
International (3.2) (14.3) 1.2 Depreciation 43.9 44.9
Intangible assets 98.3 77.6
24.0 (8.8) (12.0)
Other 6.2 8.1
Total income taxes $133.0 $100.6 $92.2
148.4 130.6
Net deferred tax asset (liability) $ 33.1 $ (.2)

The components of income from consolidated operations
before income taxes follow:
At November 30, 2009, our non-U.S. subsidiaries have
(millions) 2009 2008 2007
tax loss carryforwards of $121.1 million, of which $9.8
Pretax income million are from the excess tax benefits related to stock
United States $338.3 $256.8 $212.4
based compensation deductions which will increase equity
International 78.2 81.0 90.0
once the benefit is realized through a reduction of income
$416.5 $337.8 $302.4
taxes payable. Of these carryforwards, $48.1 million expire
through 2015, $27.7 million from 2016 through 2024 and
A reconciliation of the U.S. federal statutory rate with the
$45.3 million may be carried forward indefinitely.
effective tax rate follows:
At November 30, 2009, our non-U.S. subsidiaries have
2009 2008 2007
capital loss carryforwards of $6.2 million. All of these carry
Federal statutory tax rate 35.0% 35.0% 35.0%
forwards may be carried forward indefinitely.
State income taxes, net of
federal benefits 2.1 1.5 1.7 A valuation allowance has been provided to record
Tax effect of international operations (3.0) (7.4) (4.2) deferred tax assets at their net realizable value. The $13.0
Tax credits (.3) (.3) (.8)
million net increase in the valuation allowance was mainly
U.S. manufacturing deduction (.8) (1.6) (.9)
Retirement plans (.8) 1.7 (.4) due to an additional valuation allowance related to losses
Other, net (.3) .9 .1 generated in 2009 which may not be realized in future
Effective tax rate 31.9% 29.8% 30.5% periods.
U.S. income taxes are not provided for unremitted
earnings of international subsidiaries and affiliates where
our intention is to reinvest these earnings permanently.
Unremitted earnings of such entities were $581.8 million
at November 30, 2009.

On December 1, 2007, we adopted the new account- It is reasonably possible that the amount of the liability
ing for uncertainty in income taxes. Upon adoption, we for unrecognized tax benefits could change significantly
recorded the cumulative effect of this change in accounting during the next 12 months as a result of the resolution
principle of $12.8 million as a reduction to the opening bal- of previously filed tax returns in various jurisdictions. An
ance of retained earnings. estimate of the possible change cannot be determined at
The total amount of unrecognized tax benefits as of this time.
November 30, 2009 and November 30, 2008 were $31.2
million and $28.6 million, respectively. This includes $30.9 13. earnings per Share
million and $28.4 million, respectively, of tax benefits that, The reconciliation of shares outstanding used in the calcula-
if recognized, would affect the effective tax rate. tion of basic and diluted earnings per share for the years
The following table summarizes the activity related to ended November 30, 2009, 2008 and 2007 follows:
our gross unrecognized tax benefits for the years ended
(millions) 2009 2008 2007
November 30, 2009 and 2008:
Average shares outstanding – basic 130.8 129.0 129.3
(millions) 2009 2008
Effect of dilutive securities:
Balance at beginning of year $28.6 $26.5 Stock options and ESPP 1.5 2.8 3.4
Additions for current year tax positions 3.7 4.5
Average shares outstanding – diluted 132.3 131.8 132.7
Additions for prior year tax positions 1.7 4.8
Reductions for prior year tax positions (3.6) (2.0)
Settlements -- (1.7) The following table sets forth the stock options and RSUs
Statute expirations -- (2.4) for the years ended November 30, 2009, 2008 and 2007
Foreign currency translation .8 (1.1)
which were not considered in our earnings per share calcu-
Balance at November 30, $31.2 $28.6 lation since they were antidilutive.
(millions) 2009 2008 2007
We record interest and penalties on income taxes in
income tax expense. We recognized interest and penalty Antidilutive securities 4.4 3.4 2.9
expense of $0.7 million and $1.3 million for the years ended
November 30, 2009 and 2008, respectively. As of Novem-
ber 30, 2009, we had accrued $3.9 million of interest and 14. Capital Stock
penalties related to unrecognized tax benefits. Holders of Common Stock have full voting rights except
We file income tax returns in the U.S. federal jurisdic- that (1) the voting rights of persons who are deemed to
tion and various state and non-U.S. jurisdictions. The open own beneficially 10% or more of the outstanding shares of
years subject to tax audits varies depending on the tax Common Stock are limited to 10% of the votes entitled to
jurisdictions. In major jurisdictions, we are no longer subject be cast by all holders of shares of Common Stock regard-
to income tax audits by taxing authorities for years before less of how many shares in excess of 10% are held by
2002. In the U.S., the Internal Revenue Service has audited such person; (2) we have the right to redeem any or all
our tax returns through 2005. shares of stock owned by such person unless such person
acquires more than 90% of the outstanding shares of each
class of our common stock; and (3) at such time as such
person controls more than 50% of the vote entitled to
be cast by the holders of outstanding shares of Common
Stock, automatically, on a share-for-share basis, all shares
of Common Stock Non-Voting will convert into shares of
Common Stock.

Holders of Common Stock Non-Voting will vote as a manufacturers and the foodservice industry both directly
separate class on all matters on which they are entitled to and indirectly through distributors.
vote. Holders of Common Stock Non-Voting are entitled to In each of our segments, we produce and sell many indi-
vote on reverse mergers and statutory share exchanges vidual products which are similar in composition and nature.
where our capital stock is converted into other securities It is impractical to segregate and identify profits for each of
or property, dissolution of the Company and the sale of these individual product lines.
substantially all of our assets, as well as forward mergers We measure segment performance based on operating
and consolidation of the Company. income excluding restructuring charges from our restructur-
ing programs as this activity is managed separately from
15. Commitments and contingencies the business segment. In 2008 we also measured our seg-
ments excluding the non-cash impairment charge to reduce
During the normal course of our business, we are occasion-
the value of the Silvo brand. Although the segments are
ally involved with various claims and litigation. Reserves are
managed separately due to their distinct distribution chan-
established in connection with such matters when a loss
nels and marketing strategies, manufacturing and ware-
is probable and the amount of such loss can be reasonably
housing are often integrated to maximize cost efficiencies.
estimated. At November 30, 2009 and 2008, no material
We do not segregate jointly utilized assets by individual
reserves were recorded. No reserves are established for
segment for internal reporting, evaluating performance
losses which are only reasonably possible. The determina-
or allocating capital. Asset-related information has been
tion of probability and the estimation of the actual amount
disclosed in the aggregate.
of any such loss is inherently unpredictable, and it is there-
We have a large number of customers for our products.
fore possible that the eventual outcome of such claims
Sales to one of our industrial business customers, PepsiCo,
and litigation could exceed the estimated reserves, if any.
Inc., accounted for 11% of consolidated sales in 2009 and
However, we do not believe that any such excess will have
10% of consolidated sales in 2008 and 2007. In 2009, sales
a material adverse effect on our financial statements.
to Wal-Mart Stores, Inc., a consumer business customer,
accounted for 11% of consolidated sales.
16. Business Segments and Geographic Areas Accounting policies for measuring segment operating
Business Segments income and assets are consistent with those described
We operate in two business segments: consumer and in note 1, “Summary of Significant Accounting Policies.”
industrial. The consumer and industrial segments manufac- Because of manufacturing integration for certain products
ture, market and distribute spices, herbs, seasonings, within the segments, products are not sold from one
specialty foods and flavors throughout the world. The segment to another but rather inventory is transferred at
consumer segment sells to retail outlets, including grocery, cost. Intersegment sales are not material. Corporate assets
mass merchandise, warehouse clubs, discount and drug include cash, deferred taxes, certain investments and fixed
stores under the McCormick brand and a variety of assets.
brands around the world, including Lawry’s, Zatarain’s,
Simply Asia, Thai Kitchen, Old Bay, Golden Dipt, El Guapo,
Ducros, Schwartz, Vahiné, Silvo, Club House, Billy Bee and
Aeroplane. The industrial segment sells to other food

A reconciliation of operating income excluding impair- Geographic Areas

ment and restructuring charges (which we use to measure We have net sales and long-lived assets in the following
segment profitability) to operating income is as follows: geographic areas:
(millions) Total United Other
(millions) States Europe countries Total
2009
Operating income, excluding restructuring charges $483.1 2009
Less: Restructuring charges 16.2 Net sales $1,981.5 $671.0 $539.6 $3,192.1
Long-lived assets 1,230.0 778.3 198.5 2,206.8
Operating income $466.9
2008
2008 Net sales $1,846.5 $767.4 $562.7 $ 3,176.6
Operating income, excluding impairment and Long-lived assets 1,225.0 676.8 164.3 2,066.1
restructuring charges $422.1
Less: Impairment charge 29.0 2007
Less: Restructuring charges 16.6 Net sales $1,717.8 $736.5 $461.9 $ 2,916.2
Long-lived assets 633.1 829.0 112.5 1,574.6
ong-lived assets include property, plant and equipment, goodwill and intangible
L
2007 assets, net of accumulated depreciation and amortization.
Operating income, excluding restructuring charges $388.2
Less: Restructuring charges 34.0
BUSINESS SEGMENT RESULTS

Total Corporate
(millions) Consumer Industrial segments & other Total

2009
Net sales $1,911.2 $1,280.9 $ 3,192.1 – $ 3,192.1
Operating income excluding restructuring charges 397.9 85.2 483.1 – 483.1
Income from unconsolidated operations 12.1 4.2 16.3 – 16.3
Goodwill 1,334.5 145.2 1,479.7 – 1,479.7
Assets – – 3,207.4 $180.4 3,387.8
Capital expenditures – – 64.4 18.0 82.4
Depreciation and amortization – – 77.8 16.5 94.3
2008
Net sales $1,850.8 $1,325.8 $ 3,176.6 – $ 3,176.6
Operating income excluding impairment and
restructuring charges 343.3 78.8 422.1 – 422.1
Goodwill 1,110.0 120.2 1,230.2 – 1,230.2
Assets – – 3,091.6 $128.7 3,220.3
2007
Net sales $1,671.3 $1,244.9 $ 2,916.2 – $ 2,916.2
Operating income excluding restructuring charges 313.9 74.3 388.2 – 388.2
Goodwill 822.5 57.0 879.5 – 879.5
Assets – – 2,643.2 $144.3 2,787.5

17. SUPPLEMENTAL FINANCIAL STATEMENT DATA 18. Selected Quarterly Data (Unaudited)
Supplemental income statement, balance sheet and cash (millions except per share data) First Second Third Fourth
flow information follows: 2009

(millions) 2009 2008 Net sales $718.5 $757.3 $791.7 $924.5
Gross profit 284.2 302.2 319.0 421.7
Inventories Operating income 89.8 82.5 116.6 178.0
Finished products $237.6 $230.7 Net income 57.7 50.7 75.1 116.4
Raw materials and work-in-process 208.3 208.3 Basic earnings per share .44 .39 .57 .89
$445.9 $439.0 Diluted earnings per share .44 .38 .57 .87
Dividends paid per share –
Prepaid expenses $ 11.5 $ 10.1 Common Stock and
Other current assets 108.3 99.6
Common Stock Non-Voting .24 .24 .24 .24
$119.8 $109.7 Market price – Common Stock
High 33.05 33.17 33.35 36.46
Property, plant and equipment
Low 28.57 28.32 30.64 32.40
Land and improvements $ 29.7 $ 26.2
Buildings 290.1 263.8 Market price – Common Stock
Machinery and equipment 542.4 465.2 Non-Voting
Software 231.6 213.8 High 33.23 33.44 33.32 36.45
Construction in progress 34.6 41.3 Low 28.82 28.53 30.49 32.42
Accumulated depreciation (638.6) (549.2)
2008
$489.8 $461.1
Net sales $724.0 $764.1 $781.6 $906.9
Investments and other assets Gross profit 285.8 297.9 308.4 396.1
Investments in affiliates $ 68.4 $ 58.3 Operating income 77.4 80.5 92.9 125.7
Long-term investments 54.5 40.3 Net income 51.4 53.3 68.6 82.5
Other assets 61.0 54.4 Basic earnings per share .40 .41 .53 .63
$183.9 $153.0 Diluted earnings per share .39 .41 .52 .62
Dividends paid per share –
Other accrued liabilities Common Stock and
Payroll and employee benefits $122.1 $119.8
Common Stock Non-Voting .22 .22 .22 .22
Sales allowances 126.0 140.9
Market price – Common Stock
Other 170.4 153.3
High 38.93 38.30 41.80 41.35
$418.5 $414.0 Low 33.10 34.35 35.41 28.86
Other long-term liabilities Market price – Common Stock
Pension $171.9 $ 69.1 Non-Voting
Postretirement benefits 93.9 74.8 High 38.99 38.08 41.97 41.57
Deferred taxes 32.8 47.7 Low 33.55 34.53 35.49 28.79
Income taxes payable 34.9 31.4
Other 26.5 22.7
$360.0 $245.7
(millions) 2009 2008 2007
Depreciation $ 80.8 $ 67.6 $ 69.7

Interest paid 54.3 51.6 60.6
Income taxes paid 107.1 102.7 112.1
Interest capitalized 0.2 0.9 –
(millions) 2009 2008
Accumulated other comprehensive income,

net of tax where applicable
Foreign currency translation adjustment $293.3 $106.2
Unrealized gain (loss) on foreign currency
exchange contracts (.5) 3.5
Unamortized value of settled interest
rate swaps (6.1) (5.5)
Pension and other postretirement costs (177.6) (56.1)
$109.1 $ 48.1

Dividends paid per share were $0.96 in 2009, $0.88 in
2008 and $0.80 in 2007.

HISTORICAL FINANCIAL SUMMARY
(millions except per share and ratio data) 2009 2008 2007 2006 2005
For the Year

Net sales $3,192.1 $3,176.6 $2,916.2 $2,716.4 $2,592.0
Percent increase .5% 8.9% 7.4% 4.8% 2.6%
Operating income 466.9 376.5 354.2 269.6 343.5
Income from unconsolidated operations 16.3 18.6 20.7 17.1 15.9
Net income 299.8 255.8 230.1 202.2 214.9
Per Common Share

Earnings per share – diluted $ 2.27 $ 1.94 $ 1.73 $ 1.50 $ 1.56
Earnings per share – basic 2.29 1.98 1.78 1.53 1.60
Common dividends declared .98 .90 .82 .74 .66
Market Non-Voting closing price – end of year 35.68 29.77 38.21 38.72 31.22
Book value per share 10.12 8.11 8.51 7.17 6.03
At Year-End
Total assets $3,387.8 $3,220.3 $2,787.5 $2,568.0 $2,272.7
Current debt 116.1 354.0 149.6 81.4 106.1
Long-term debt 875.0 885.2 573.5 569.6 463.9
Shareholders’ equity 1,334.6 1,055.3 1,085.1 933.3 799.9
Total capital 2,325.7 2,294.5 1,808.3 1,584.3 1,369.9
Other Financial Measures

Percentage of net sales
Gross profit 41.6% 40.6% 40.9% 41.0% 40.0%
Operating income 14.6% 11.9% 12.1% 9.9% 13.3%
Capital expenditures $ 82.4 $ 85.8 $ 78.5 $ 84.8 $ 66.8
Depreciation and amortization 94.3 85.6 82.6 84.3 74.6
Common share repurchases – 11.0 157.0 155.9 185.6
Debt-to-total-capital 42.6% 54.0% 40.0% 41.1% 41.6%
Average shares outstanding
Basic 130.8 129.0 129.3 131.8 134.5
Diluted 132.3 131.8 132.7 135.0 138.1
The historical financial summary includes the impact of certain items that affect the comparability of financial
results year to year. From 2005 to 2009, restructuring charges were recorded and are included in the table
below. Also, in 2008 an impairment charge of $29.0 million was recorded to reduce the value of the Silvo
brand. Related to the acquisition of Lawry’s in 2008, we recorded a gain. The net impact of these items is
reflected in the following table:
(millions except per share data) 2009 2008 2007 2006 2005
Operating income $(16.2) $(45.6) $(34.0) $(84.1) $(11.2)

Net income (10.9) (26.2) (24.2) (30.3) (7.5)
Earnings per share (.08) (.20) (.18) (.22) (.05)
In 2006, we began to record stock-based compensation expense and prior years’ results have not been
adjusted. Stock-based compensation reduced operating income by $12.7 million, net income by $8.7 million and
earnings per share by $0.07 in 2009. Stock-based compensation reduced operating income by $17.9 million, net
income by $12.4 million and earnings per share by $0.10 in 2008. Stock-based compensation reduced operat-
ing income by $21.2 million, net income by $14.7 million and earnings per share by $0.11 in 2007. Stock-based
compensation reduced operating income by $22.0 million, net income by $15.1 million and earnings per share by
$0.11 in 2006.
Total capital includes debt and shareholders’ equity.
An eleven-year financial summary is available at ir.mccormick.com, as well as a report on EVA (Economic Value Added)
and return on invested capital.


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

For the fiscal year ended November 30, 2009

For the transition period from to

Commission file number 001-14920

McCORMICK & COMPANY, INCORPORATED

Registrant’s telephone number, including area code: (410) 771-7301

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: Not applicable.

Class Number of Shares Outstanding Date

DOCUMENTS INCORPORATED BY REFERENCE

Trademarks, Licenses and Patents

Research and Development

Financial Information about Geographic Locations

Item 1A. Risk Factors

Our Profitability May Suffer as a Result of Competition in Our Markets.

Our Foreign Operations are Subject to Additional Risks.

Fluctuations in Foreign Currency Markets May Negatively Impact Us.

Increases in Interest Rates May Negatively Impact Us.

We Face Risks Associated With Certain Pension Assets and Obligations.

Item 1B. Unresolved Staff Comments

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

Item 6. Selected Financial Data

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9A. Controls and Procedures

Internal Control over Financial Reporting

Item 9B. Other Information

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 14. Principal Accountant Fees and Services

Item 15. Exhibits, Financial Statement Schedules

McCORMICK & COMPANY, INCORPORATED

Principal Executive Officer:

Principal Financial Officer:

Principal Accounting Officer:

THE BOARD OF DIRECTORS: DATE:

/s/ JOHN P. BILBREY January 28, 2010

/s/ JAMES T. BRADY January 28, 2010

/s/ J. MICHAEL FITZPATRICK January 28, 2010

/s/ Freeman A. Hrabowski, III January 28, 2010

/s/ MICHAEL D. MANGAN January 28, 2010

/s/ JOSEPH W. MCGRATH January 28, 2010

/s/ GEORGE A. ROCHE January 28, 2010

/s/ WILLIAM E. STEVENS January 28, 2010

/s/ ALAN D. WILSON January 28, 2010

Consolidated Balance Sheet, November 30, 2009 & 2008

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Included in Part IV of this Annual Report:

Report of Independent Registered Public Accounting Firm on Financial Statement Schedule

Supplemental Financial Schedule:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

/s/ Ernst & Young LLP

McCORMICK & COMPANY, INCORPORATED

Column A Column B Column C Additions Column D Column E

$ 12.1 $ 16.1 $ 5.6 $ (8.8) $ 25.0

Deducted from asset accounts:

$ 11.9 $ 3.1 $ (1.0) $ (1.9) $ 12.1

Deducted from asset accounts: